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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
As a supplement to applicable law, the following terms of delivery and payment form the basis of the supply and service contracts of WENZEL Metrology GmbH (company). Differing provisions made by the customer are only binding on the company if they have been confirmed expressly and in writing.
The supply and service contract is only concluded upon written order confirmation from the company. The company's offers are subject to change and non-binding, unless they have been expressly described as binding. Only the written order confirmation is binding. Their addition, amendment or oral ancillary agreements require written confirmation in order to be effective. The company reserves ownership, copyright and other proprietary rights to cost estimates, drawings and other documents. They may only be made available to third parties with the express permission of the company.
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.
4. In the absence of special agreements, payment for each item is to be made individually in cash, free of the company's paying agent, as follows:
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 default of payment, the company is free to refuse further fulfilment of the contract.
6. If there is a significant risk to the payment claim, the company is entitled to demand advance payments or sufficient securities.
7. The customer is only entitled to offset, even if complaints or counterclaims are asserted, if his claims have been legally established, recognized by the company or are undisputed. The customer is only authorized to exercise a withholding if his counterclaim is based on the same contractual relationship.
8. The customer is only entitled to withhold payments insofar as his counterclaims are undisputed or have been legally established.
9. Cancellation or order change after receipt of the order confirmation is generally excluded (exception: right of withdrawal in accordance with the relevant 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)
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 individual cases and in writing.
2. The delivery and performance deadlines and dates are set out in the agreements between the contracting parties. Compliance with them by the company requires that all documents, permits and approvals to be obtained by the customer have been submitted, all obligations incumbent upon him have been fulfilled and the down payment to be paid has been received.
3. Compliance with the delivery time is subject to correct and timely self-delivery. The company will report any imminent delays as soon as possible.
4. An agreed delivery period is met if the delivery item has left the company's factory by the time it expires or the readiness to ship has been notified. Insofar as acceptance has to take place, except in the case of justified refusal of acceptance, the acceptance date is decisive, in the alternative, the notification of readiness for acceptance.
5. An agreed delivery period is extended accordingly in the event of measures in the context of labor disputes, in particular strikes and lockouts, as well as in the event of unforeseen obstacles that are beyond the company's will, insofar as such obstacles can be proven to have a significant influence on the completion or delivery of the delivery item. This also applies if the circumstances occur with the company's suppliers.
6. If an action on the part of the customer is necessary to produce the work or to carry out the delivery, the delivery period only begins when this action has been carried out in full by the customer.
7. If the delivery period is exceeded, the customer must grant the company a reasonable period of grace, which may not be less than 3 weeks.
8. If the customer can foresee that it will be impossible for him to accept the delivery item on the delivery date, he must immediately inform the company, inform him of the reason for this and state the time at which he can accept delivery. If the customer does not accept delivery on the delivery date, he must nevertheless pay part of the payment amount due upon delivery or readiness for delivery. The company ensures that the delivery item is stored at the risk and expense of the customer. The costs amount to at least 1% of the invoice amount for each month. At the customer's request, the company must insure the delivery item at the buyer's expense.
1. Risk is transferred to the customer at the latest when the goods are shipped, even if partial deliveries are made or the company has taken on other services, such as shipping costs or delivery and installation.
2. If shipment or acceptance is delayed or omitted as a result of circumstances not attributable to the company, the risk is transferred to the customer from the date of notification of readiness for dispatch or acceptance. The company undertakes to take out the insurance required by the customer at the expense of the customer.
3. Partial deliveries are permitted insofar as they are reasonable for the customer.
1. The company reserves title to the delivery item until all payments under the delivery and service contract have been received. The retention of title also remains valid for all claims that the company is entitled to from ongoing business relationships with the customer. Any software licenses will be finally approved after full payment has been received.
2. The supplier is entitled to insure the delivery item against theft, breakage, fire, water and other damage at the buyer's expense, unless the customer himself has demonstrably taken out the insurance.
3. The customer with a corresponding commercial enterprise is entitled to resell or further process the goods within the framework of its normal business operations. The customer hereby assigns to the company all claims with ancillary rights arising from the resale and business relationships with his customers in connection with the resale. The assignment is accepted. The retention of title remains effective even if the delivery item is processed, mixed or combined. The company becomes a fraction owner of the new products created through 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 authorizations are not revoked. On request, the customer must immediately inform the company to whom he has sold the goods and what 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 notify the company immediately, providing all necessary data.
6. The company is obliged to release the securities to which it is entitled insofar as the realizable value of the securities exceeds the claims to be secured by more than 10%, with the company being responsible for selecting the securities to be released.
7. If the customer acts contrary to the contract, in particular in the event of late payment, the supplier is entitled to take back the delivery item after a reminder and the customer is obliged to surrender it.
1. The warranty is 12 months for newly manufactured items and 6 months for used and reworked items. If acceptance has to be carried out, the warranty period begins with acceptance (according to the acceptance report), otherwise with the transfer of risk. If acceptance is delayed for reasons for which the company is not responsible, acceptance is considered to have taken place no later than 4 weeks after delivery within the EU and to Switzerland, and to other countries no later than 8 weeks after delivery.
2. The customer must check 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 is void.
3. Other deficiencies must be reported to the company within one week of becoming aware of them.
4. The company is entitled to remedy the defect at its discretion. This means that it decides whether to rectify the defect or make a new delivery. Should the subsequent performance fail, the company is entitled to repeat the rectification. In this case, too, the company decides between remedying the defect or delivering a new one.
5. In accordance with legal provisions, the company is liable for damage arising from injury to life, limb or health 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 covered by liability under the ProdHafG. The company is liable for other damages in accordance with 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 foreseeable, typically occurring damage, unless the company, its legal representatives or vicarious agents have acted intentionally. Furthermore, the company is liable to the extent that it has provided a quality and/or durability guarantee. The company is only liable for damage that is based on the lack of guaranteed quality or liability but does not directly affect the goods if the risk of such damage is clearly covered by the quality and durability guarantee. 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.
If software is included in the package, the customer is granted a non-exclusive right to use the delivered software, including its documentation. It is made available for use on the delivery item intended for this purpose. Using the software on more than one system is prohibited. The customer may only reproduce, revise, translate or convert the software from the object code into the source code to the source code to the extent permitted by law. The customer undertakes not to remove manufacturer information — in particular copyright notices — or to change it without the supplier's prior express consent.
All other rights to the software and documentation, including copies, remain with the supplier or software supplier. The granting of sub-licenses is not permitted.
1. The place of fulfilment for all deliveries and payments is the company's headquarters.
2. For all disputes arising from the contractual relationship, 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.
3. The contractual relationship is governed exclusively by the law of the Federal Republic of Germany. The application of UN sales law is excluded.
The invalidity of individual provisions does not affect the effectiveness of the remaining provisions. All declarations that affect the effectiveness of the contractual relationship must be made in writing. A change to the written form requirement must in turn be made in writing.
Valid from January 2023