Allgemeine Geschäftsbedingungen
Wissel GmbH

Allgemeine Geschäftsbedingungen (AGBs)

1. Scope of Application
   These General Terms and Conditions apply to all—also future—contracts and other agreements. Conditions of the buyer do not oblige us, even if we do not expressly object to them again upon receipt. Deviating agreements, additions, and oral arrangements are only binding if they have been confirmed by us in writing.
2. Offers and Conclusion of Contract
   • Our offers are non-binding and subject to change without notice. Intermediate sale remains reserved. If no binding period is specified within the offer, it is 30 days. Agreements, especially verbal side agreements, promises, guarantees, and other assurances by our sales staff, become binding only upon receipt of our written order confirmation..
   • If an order is to be regarded as an offer according to § 145 BGB (German Civil Code), we can accept it within two weeks.
   • If deviations from the order arise within the order confirmation, these must be objected to immediately. Confirmed prices and delivery times apply only when accepting the confirmed quantities at the confirmed time. They do not apply to repeat orders.
   • We reserve ownership and copyright rights to illustrations, drawings, calculations, and other offer documents. Before passing them on to third parties, the buyer requires our express written consent.
3. Data Protection
   All personal data collected in the context of the contractual relationship are processed in accordance with the General Data Protection Regulation (GDPR) and applicable data protection provisions. The buyer agrees to the collection, processing, and use of these data. For more information, please refer to our privacy policy.
4. Confidentiality
   Each contractual party must keep strictly confidential the manufacturing, experience, and business secrets of the other contractual party that are made accessible or otherwise become known. The contractual parties may neither directly nor indirectly disclose these secrets to any third parties, nor publish them in any way, nor use them for other purposes (namely for the reproduction of machines, systems, and components as well as parts thereof).
5. Prices
   • Our prices are understood, unless otherwise agreed or nothing else arises from the order confirmation, “ex works.” Freight/shipping costs and packaging are shown separately.
   • If the goods are delivered packaged, we charge the packaging at cost price; within the framework of legal regulations, we take back packaging delivered by us if it is returned to us by the buyer freight-free within a reasonable period.
   • The statutory value-added tax is not included in our prices; it is shown separately when invoiced.
   • We reserve the right to adjust our prices accordingly if, after the conclusion of the contract and expiration of the binding period, if such exists, cost reductions or cost increases occur until the delivery of the goods for which we are not responsible, especially due to price changes by our suppliers, customs, and import fees. If the buyer communicates change requests, this can also lead to price changes.
   • Returns of goods can only be accepted after prior written agreement. All resulting costs are borne by the customer; for the necessary functional testing and reconditioning, we charge 20% of the net merchandise value, but at least €25.00. The return of custom-made products according to customer specifications is excluded.
   • In case of cancellation of existing orders, the costs incurred up to the time of cancellation will be charged to the buyer.
6. Payment Terms – Default of Payment
   • Unless otherwise stated in the invoice, the payment is to be made net within 30 days from the invoice date.
   • Invoices for installations, repairs, and other wage work are due within 7 days from the invoice date.
   • We reserve the right to demand an appropriate down payment upon acceptance of the order. For new customers, we reserve the right to advance payment.
   • The deduction of a discount requires a special written agreement.
   • If the payment deadline is exceeded, at the latest from default, we are entitled to charge interest at the respective bank rates for overdraft credits, but at least interest of 8 percentage points above the base interest rate. The right to withhold our services to the customer immediately is reserved at any time. The assertion of further default damages remains reserved.
   • Counterclaims disputed by us or not legally established do not entitle the buyer to retention or offset.
7. Transfer of Risk and Delivery
   • With the handover of the goods to a forwarding agent or carrier, but at the latest when the delivery item leaves the factory, the risk passes to the buyer in all transactions. This also applies to partial deliveries.
   • Partial deliveries are permissible insofar as they are reasonable for the buyer.
   • An acceptance of the delivery or service must be carried out immediately after notification of readiness for acceptance and is decisive for the transfer of risk. The customer may not refuse acceptance in the presence of an insignificant defect.
   • Delivery dates and deadlines are aimed for but are not binding. Their non-compliance does not release the customer from the obligation to accept. The delivery time begins with the date of the order confirmation. Claims for damages or replacement procurement as well as withdrawal from the contract due to non-executed or delayed delivery are excluded.
   • Delivery periods are extended to an appropriate extent in case of measures within the framework of labor disputes, especially strikes and lockouts, as well as upon the occurrence of unforeseen obstacles that are beyond our control, insofar as such obstacles can be proven to have a significant influence on the production or delivery of the delivery item. This also applies if the circumstances occur at sub-suppliers. We will inform the buyer of such circumstances immediately. These regulations apply accordingly to delivery dates. If the execution of the contract becomes unreasonable for one of the parties, they can withdraw from the contract to that extent.
   • Packaging type, shipping method, and shipping route are determined by us unless otherwise agreed.
   • If the delivery is not free domicile, we will take out transport insurance for the delivery at the buyer’s request and expense.
   • The buyer is solely responsible for compliance with export regulations. We are not obliged to ship goods to places for which export restrictions apply.
   • In the event of force majeure events, such as natural disasters, pandemics, government interventions, or other unforeseeable circumstances beyond our control, we are entitled to adjust the delivery periods accordingly or to withdraw from the contract.
8. Warranty
   • Warranty claims of the buyer require that the obligations to examine and give notice of defects owed under § 377 HGB (German Commercial Code) have been met immediately with a written notice of defects.
   • If there is a defect in the purchased item, we are entitled, at our discretion, to supplementary performance in the form of defect remediation or delivery of a new defect-free item. (In the case of defect remediation or replacement delivery, we are obliged to bear all expenses necessary for the purpose of supplementary performance, especially transport, travel, labor, and material costs, insofar as these are not increased by the fact that the purchased item has been moved to a place other than the place of performance.)
   • If the attempt at supplementary performance fails, we are entitled, again at our discretion, to undertake a new supplementary performance.
   • Any warranty claim expires if the buyer or a third party has made changes to the purchased item.
9. Retention of Title
   • We reserve ownership of the purchased item until receipt of all payments from the delivery contract. In case of conduct contrary to the contract by the buyer, especially in case of default of payment, we are entitled to take back the purchased item and thus withdraw from the contract. After taking back the purchased item, we are authorized to utilize it; the proceeds from the utilization will be offset against the buyer’s liabilities minus reasonable utilization costs.
   • The buyer is obliged to treat the purchased item carefully. In particular, he is obliged to insure it adequately at his own expense against fire, water, and theft damage at replacement value.
   • In case of seizures or other interventions by third parties, the buyer must notify us immediately in writing so that we can file a lawsuit according to § 771 ZPO (German Code of Civil Procedure). Insofar as the third party is not able to reimburse us for the judicial and extrajudicial costs of a lawsuit according to § 771 ZPO, the buyer is liable for the loss incurred by us.
10. Final Provisions
    • These conditions remain binding in their other parts in case of legal invalidity of individual or several provisions.
    • Deviations and changes from these terms and conditions require the written form.
    • The place of fulfillment for our deliveries is our company headquarters. The court of jurisdiction is Aschaffenburg. We reserve the right to sue the buyer at his place of jurisdiction as well.
    • For all legal relationships between us and the buyer, German law applies in addition to these conditions, including the provisions of the United Nations Convention of April 11, 1980, on Contracts for the International Sale of Goods.

Version 09/2024