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For use against:
1. A person who, when concluding the contract, acts in the exercise of their commercial or independent professional activity (company)
2. Legal entities under public law or a special fund under public law
Die nachfolgenden Liefer- und Zahlungsbedingungen bilden als Ergänzung des geltenden Rechts die Grundlage der Liefer- und Leistungsverträge der Firma WENZEL Metrology GmbH (Unternehmen). Abweichende Bestimmungen des Bestellers sind für das Unternehmen nur dann verbindlich, wenn sie ausdrücklich und schriftlich bestätigt wurden
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Der Liefer- und Leistungsvertrag kommt erst durch schriftliche Auftragsbestätigung des Unternehmens zustande. Die Angebote des Unternehmens sind freibleibend und unverbindlich es sei denn, dass sie ausdrücklich als verbindlich bezeichnet wurden. Verbindlich ist ausschließlich die schriftliche Auftragsbestätigung. Deren Ergänzung, Abänderung oder mündliche Nebenabreden bedürfen zu ihrer Wirksamkeit der schriftlichen Bestätigung. An Kostenanschlägen, Zeichnungen und anderen Unterlagen behält sich das Unternehmen Eigentums-, Urheber- sowie sonstige Schutzrechte vor. Sie dürfen nur mit ausdrücklicher Genehmigung des Unternehmens Dritten zugänglich gemacht werden.
1. The company's prices are quoted ex works in € plus the statutory value added tax applicable at the time of delivery, unless otherwise stated.
2. Freight, postage, customs, assembly and packaging are paid by the customer as well as any transport, theft or other insurance required by him.
3. Changes made to the object of work at the request of the customer after the order has been placed and confirmed will be charged to the customer.
4. Design drawings, tools, samples and similar preparatory work initiated by the customer will be invoiced separately.
1. Unless otherwise agreed, all invoices from the company are due immediately and without deductions.
2. In the event of default, the company is entitled to claim default interest in accordance with the statutory provisions.
3. Bills of exchange are not accepted, checks are only accepted on the basis of performance and subject to crediting.
for measuring machines, special measuring devices and measuring tools
30% down payment upon receipt of order confirmation
60% 20 days before delivery date in accordance with our order confirmation
(Dispatch of goods only after full payment of all down payment invoices)
10% 14 days after commissioning, but no later than 30 days after delivery 14 days net
for accessories (e.g. touch probes, stylus pens, etc.)
100% after delivery
14 days net.
5. if the customer is in arrears with payment, the company is free to refuse further fulfilment of the contract.
6. if the payment claim is significantly jeopardised, the company is entitled to demand advance payments or sufficient securities.
7. the customer shall only be entitled to set‐off, even if notices of defects or counterclaims are asserted, if his claims have been legally established, recognised by the company or are undisputed. The customer is only authorised to exercise a right of retention if his counterclaim is based on the same contractual relationship.
8. the purchaser shall only be entitled to withhold payments to the extent that his counterclaims are undisputed or have been recognised by declaratory judgement.
9. financing/leasing If the procurement of the machine is processed and financed via a bank, a leasing company or a financial service provider, it should be noted that the start and release for the production of the machine is dependent on the complete clarification of the financing, the completeness of all relevant documents required for the financing and the entry of the leasing company into the contract. It is therefore necessary for the customer to provide the following information at the time of ordering:
‐ Leasing company or exact billing address
‐ Contact person at the leasing company
‐ Terms of payment
‐ Date of entry of the leasing company
‐ Guarantee required (yes/no) ‐ Costs are covered by to be borne by the client.
If there is a delay due to the absence of the aforementioned points for which WENZEL Metrology is not responsible, this shall have a corresponding effect on the delivery time, and additional costs for corresponding expenses or guarantees shall be charged to the customer.
1. delivery and performance deadlines and dates are only agreed for measuring machines and special measuring equipment. They are only approximate unless they are expressly confirmed as binding in writing in individual cases.
2. the delivery and performance deadlines and dates result from the agreements between the contracting parties. Compliance with them by the Company is subject to the condition that all documents, authorisations and approvals to be procured by the Customer have been provided and all obligations incumbent on the Customer have been fulfilled and the advance payment to be made has been received.
3. compliance with the delivery time is subject to correct and timely delivery to the Company. The company shall inform the customer as soon as possible if delays become apparent.
4. an agreed delivery period shall be deemed to have been met if the delivery item has left the Company's works or readiness for dispatch has been notified by the time it expires. If acceptance is to take place, the acceptance date shall be decisive, except in the case of justified refusal of acceptance, alternatively the notification of readiness for acceptance.
5. an agreed delivery period shall be extended appropriately in the event of measures within the scope of labour disputes, in particular strikes and lockouts, as well as in the event of unforeseen hindrances beyond the control of the company, insofar as such hindrances can be proven to have a significant influence on the completion or delivery of the delivery item. This also applies if the circumstances occur at the company's suppliers.
6. if an action by the customer is required for the production of the work or for the execution of the delivery, the delivery period shall not commence until this action has been fully performed by the customer.
7. if the delivery period is exceeded, the customer must grant the company a reasonable grace period, which may not be less than three weeks.
8. if the customer can foresee that he will be unable to accept the delivery item on the delivery date, he must inform WENZEL immediately, at least four weeks before the agreed delivery date, stating the reason for this and the time at which he will be able to accept the delivery without any claims being asserted by WENZEL. Should the delivery date be postponed thereafter, WENZEL shall arrange for the storage of the delivery item at the risk and expense of the customer. The costs shall amount to at least 1% of the net order value for each month or part thereof. At the request of the customer, the company must insure the delivery item at the customer's expense. The maximum storage period is three months, after which WENZEL reserves the right to sell the delivery item elsewhere and to notify a new delivery date. Nevertheless, the originally agreed payment schedule remains valid. If transport and packaging costs are included in the scope of the order, WENZEL will provide this service downstream
9. if the customer does not accept the delivery on the delivery date, he must nevertheless pay the part of the payment amount due on delivery or readiness for delivery.
1.the risk shall pass to the customer at the latest when the goods are dispatched, even if partial deliveries are made or the company has assumed other services, e.g. the shipping costs or delivery and installation.
2. if dispatch or acceptance is delayed or does not take place as a result of circumstances for which the Company is not responsible, the risk shall pass to the Customer from the date of notification of readiness for dispatch or acceptance. The Company undertakes to take out any insurance requested by the Customer at the Customer's expense.
3. partial deliveries are permissible insofar as they are reasonable for the customer.
1. the company retains title to the delivery item until all payments arising from the delivery and service contract have been received. The retention of title shall also apply to all claims to which the Company is entitled from ongoing business relations with the Customer. The final release of any software licences shall take place after receipt of payment in full.
2. the supplier shall be entitled to insure the delivery item against theft, breakage, fire, water and other damage at the customer's expense, unless the customer has demonstrably taken out the insurance himself.
3. the purchaser is authorised to resell or further process the goods in the course of his normal business operations. The customer hereby assigns to the company all claims arising from the resale and the business relations with his customers in connection with the resale, including ancillary rights, to secure the claims. The assignment is accepted. The retention of title shall also remain effective if the delivery item is processed, mixed or combined. The Company shall become the fractional owner of the new products created by processing or mixing.
4. the customer is prohibited from disposing of the delivery item in any other way. Nevertheless, the customer is entitled and obliged to collect the claims assigned to the company as long as these authorisations are not revoked. Upon request, the customer must inform the company immediately to whom he has sold the goods and which claims he is entitled to from the sale.
5. in the event of access by third parties to the reserved goods, in particular seizures, the customer is obliged to point out the ownership of the company and to inform the company immediately, stating all necessary data.
6. the company is obliged to release the securities to which it is entitled insofar as the realisable value of the securities exceeds the claims to be secured by more than 10%, whereby the selection of the securities to be released is incumbent on the company.
7. in the event of breach of contract by the customer, in particular default in payment, the supplier shall be entitled to take back the delivery item after issuing a reminder and the customer shall be obliged to surrender it.
1. the warranty period shall be 12 months for newly manufactured items and 6 months for used and refurbished items. The warranty period shall commence, insofar as acceptance is required, upon acceptance (according to the acceptance protocol), otherwise upon transfer of risk. If acceptance is delayed for reasons for which the company is not responsible, acceptance shall be deemed to have taken place no later than 4 weeks after delivery for deliveries within the EU and to Switzerland, and no later than 8 weeks after delivery to other foreign countries.
2. the customer must inspect the goods for defects immediately after delivery. Obvious defects must be reported to the company in writing immediately, but at least within one week of receipt of the goods, otherwise any warranty shall lapse.
3. other defects must be reported to the company within one week of becoming aware of them.
4. the company is entitled to carry out subsequent fulfilment at its discretion. This means that it shall decide whether to remedy the defect or make a new delivery. If subsequent fulfilment fails, the company is entitled to repeat subsequent fulfilment. In this case, too, the company shall decide between remedying the defect or making a new delivery.
5. the company shall be liable in accordance with the statutory provisions for damages resulting from injury to life, body or health which are based on a negligent breach of duty by the company or an intentional or negligent breach of duty by a legal representative or vicarious agent of the company as well as for damages which are covered by liability under the German Product Liability Act (ProdHaftG). The company shall be liable for other damages in accordance with the statutory provisions insofar as they are based on an intentional or grossly negligent breach of duty by the company or a legal representative or vicarious agent of the company. In this case, however, liability is limited to the foreseeable, typically occurring damage, insofar as the company, its legal representatives or vicarious agents have not acted wilfully. Furthermore, the company shall be liable to the extent that it has given a guarantee of quality and/or durability. The company shall only be liable for damages which are based on the absence of the guaranteed quality or liability but which do not occur directly on the goods if the risk of such damage is clearly covered by the guarantee of quality and durability. Further claims are excluded.
All claims made by the customer — for whatever legal reasons — expire after 12 months. This also applies to the statute of limitations for recourse claims in the supply chain provided that the last contract in this supply chain is not a purchase of consumer goods. The drain barrier remains unaffected. The statutory deadlines apply to claims for damages. They also apply to defects in a building or to delivery items which have been used for a building in accordance with their usual use and have caused its defectiveness.
1. If software is included in the scope of delivery, the customer shall be granted a non‐exclusive right to use the software supplied, including its documentation. It is provided for use on the delivery item intended for this purpose. Use of the software on more than one system is prohibited. The customer may only reproduce, revise, translate or convert the software from the object code to the source code to the extent permitted by law. The Purchaser undertakes not to remove manufacturer's details ‐ in particular copyright notices ‐ or to change them without the prior express consent of the Supplier. All other rights to the software and the documentation, including copies, shall remain with the Supplier or the software supplier. The granting of sub‐licences is not permitted.
2. Commissioning/measuring operation: In order to avoid possible, unintentional damage or activities on the system that could have a negative influence on a successful acceptance, commissioning and use of the system for regular measurement operation is only permitted after acceptance, i.e. after the signed acceptance protocol has been handed over to the Contractor by the Client. The machine shall be deemed to have been accepted as soon as the Customer uses the machine productively. The WM | Quartis activation shall only take place after acceptance of the machine and payment of the final invoice
1. the place of fulfilment for all deliveries and payments is the company's registered office.
2. if the customer is a registered trader, a legal entity under public law or a special fund under public law, Aschaffenburg is agreed as the place of jurisdiction for all disputes arising from the contractual relationship.
3. the contractual relationship shall be governed exclusively by the law of the Federal Republic of Germany. The application of the UN Convention on Contracts for the International Sale of Goods is excluded.
1. Cancellation or order modification after receipt of the order confirmation is generally excluded (exception: right of withdrawal in accordance with the respective statutory provisions (e.g. in the event of impossibility of performance or delivery or in the event of failed subsequent performance in the event of a material defect). 2. The buyer has the right to withdraw from the contract without giving reasons against payment of a cancellation fee of 30% of the purchase price. However, if a part of the delivery or service has already been provided, the possibility of withdrawal is only given if the costs of the service provided plus the cancellation fee are paid.
The invalidity of individual provisions shall not affect the validity of the remaining provisions. All declarations affecting the validity of the contractual relationship must be made in writing. Any amendment to the written form requirement must be made in writing.
Stand April 2025