1. Structure of terms and conditions

1.1 The deliveries, services and offers of WEMAS ABSPERRTECHNIK GMBH (hereinafter also referred to as the seller or simply we or us) are based solely on these terms and conditions. These shall also apply to future business relationships, even if they are not expressly agreed upon again. These conditions shall be deemed accepted at the latest upon receipt of the goods. Counter-confirmations by the buyer and references to their terms and conditions of purchase are hereby rejected.

1.2 Deviations from these Terms and Conditions shall only be effective if we expressly confirm them in writing.

1.3 These conditions apply exclusively to entrepreneurs, legal persons under public law or special funds under public law within the meaning of § 310 para. 1 BGB (German Civil Code).

2. Offer and conclusion of contract

2.1 If the order is to be qualified as an offer according to § 145 BGB, we can accept it within 4 weeks. Acceptance can only be declared in writing by means of an order confirmation.

2.2 Unless proven otherwise, the content of any agreements made between our staff or representatives and our buyers at the time of or after the conclusion of the agreement shall be governed by a written agreement or our written acknowledgement.

2.3 Drawings, illustrations, dimensions, weights or other performance data are industry standard approximate values, allowing for customary commercial deviations. Furthermore, technical amendments as well as amendments in shape, colour, quality and/or weight remain reserved within reasonable limits. This also applies if samples or prototypes have been provided to the customer. Such information sahll not be understood as guarantees of quality.

2.4 Relevant legal statements and notifications by the buyer in relation to the Agreement (e.g. setting a deadline, notification of defects, rescission or reduction of the purchase price) must be made in writing. Written form within the meaning of these terms and conditions includes written and text form (e.g. letter, e-mail, fax). Statutory formal requirements and further proof, in particular in the event of doubts regarding the legitimacy of the declarant, remain unaffected.

3. Delivery and performance time, delay

3.1 The beginning of the delivery period specified is contingent upon the clarification of all technical questions.

3.2 The delivery period is agreed individually or specified by us when accepting the order. We do not assume any procurement risks.

3.3 If we are unable to comply with binding delivery periods for reasons beyond our control (unavailability of the service), we will inform the buyer about this and simultaneously provide the expected new delivery period.

3.4 Delays in delivery and performance due to force majeure and due to events which make delivery significantly more difficult or impossible for WEMAS ABSPERRTECHNIK GMBH (e.g. strike, lockout, etc.) entitleus to postpone deliveries or performance for the duration of the hindrance plus a reasonable startup time. The same applies if the aforementioned obstacles occur at our suppliers or their subcontractors. If the service is still unavailable within the new delivery period, we are entitled to withdraw from the contract in whole or in part. We will promptly refund any payment already made by the buyer.

3.5 Correct and timely self-delivery is reserved.

3.6 WEMAS ABSPERRTECHNIK GMBH shall only come into default through a demand for payment, unless otherwise specified i by law or by agreement. Demands for payment and deadlines by the buyer must be in written form in order to be effective.

3.7 Compliance with the delivery obligations by us requires the timely and proper fulfilment of the obligations of the buyer. The objection o of non-performance of the contract remains reserved. We are entitled to partial delivery and partial performance at any time, as far as this is reasonable for the buyer.

3.8 In the event of a delay in performance, the buyer shall be entitled to claims for damages and withdrawal, subject to the following provisions and conditions, in particular the liability limitations under Sections 3.10 and 8.3, as well as the fulfillment of the statutory requirements. However, the prerequisite is that the buyer has set a reasonable deadline for performance or supplementary performance and that this period has expired unsuccessfully. The provisions of § 281 para. 2 and § 323 para. 2 on the dispensability of setting a time limit remain unaffected.

3.9 The buyer is obligated to combine the grace period pursuant to Section 3.7 with a clear declaration that, if the grace period expires unsuccessfully, they will reject the delivery and assert the rights resulting from Section 3.7 against us. If the service has already been partially performed, the buyer may only demand damages instead of the entire performance to the extent that their interest in the complete performance justifies it. In this case, withdrawal from the entire contract is only possible if the buyer can prove that they have no interest in partial performance. If we have not performed a service due in accordance with the contract, the buyer may only claim damages instead of the entire performance to the extent that it is required for their interest in the full performance.

3.10 In the event of a delay in performance, we shall also be liable in cases of intentional misconduct or gross negligence of a representative or vicarious agent in accordance with the statutory provisions. Otherwise, our liability for delays in performance in cases of simple negligence is limited to 5% of the value of the respective service. Any further claims by the client are excluded, even after expiry of any deadline set for performance by us. The above limitations do not apply to liability due to injury to life, body or health, Section 8.3 remains unaffected. A change in the burden of proof to the detriment of the buyer is not associated with the foregoing provisions.

3.11 The buyer can only withdraw from the contract within the scope of the statutory provisions if we are responsible for the delay in delivery; this does not involve a change in the burden of proof to the detriment of the buyer.

3.12 In the event of default of acceptance on the part of the buyer or in the event of a breach of other obligations to cooperate by the buyer, we are entitled to assert our statutory claims.The risk of accidental loss and/or accidental deterioration of the purchased item transfers to the buyer at the latest when the buyer falls into default of acceptance.

4. Transfer of risk, packaging

4.1 Unless otherwise agreed, delivery ex warehouse of WEMAS ABSPERRTECHNIK GMBH is agreed for the account and at the risk of the buyer. The risk transfers to the buyer as soon as the shipment is handed over to the person carrying out the transport or leaves our warehouse for dispatch; this applies even if we arrange the transport ourselves.

4.2 If the shipment becomes impossible through no fault of our own, the risk passes to the buyer upon notification of readiness for shipment.

4.3 If the buyer so desires, we shall cover the delivery by means of transport insurance, the costs incurred in this respect shall be borne by the buyer.

4.4 Packaging will not be taken back, with the exception of transport packaging; sales and secondary packaging that does not typically accumulate as waste with private end consumers after use; sales and secondary packaging for which system participation is not possible due to system incompatibility; sales packaging of pollutant-containing filling goods or reusable packaging, in accordance with the Packaging Act (Act on the Placing on the Market, Return and High-quality Recycling of Packaging of 9 June 2021, valid from 3 July 2021). If we are considered to be the final distributor, the take-back obligation is also limited to packaging that originates from such goods that we carry in our product range. The buyer is obliged to arrange for the disposal of the disposable packaging at their own expense. The reusable transport containers are provided to the buyer on a loan basis only; the buyer is obliged to return them in proper condition, i.e., emptied and undamaged. In case of contamination or damage to the transport containers, the buyer bears the repair costs or is obligated to compensate us for the value if repair is impossible. The returned transport packaging must be clean and free of foreign matter and sorted according to different types of packaging. Otherwise, we are entitled to charge the buyer for any additional costs incurred for repair or disposal.

5. Impossibility

In the event of impossibility of performance, we shall be liable in accordance with Sectione 8. The buyer's right to rescission from the agreement remains unaffected.

6. Prices and payments

6.1 All prices are quoted net, ex warehouse or factory, excluding VAT, insurance, and other ancillary costs. All ancillary costs (e.g. freight, insurance, export, transit, import and other authorisations as well as certificates) including packaging shall be borne by the buyer. The buyer is also responsible for all types of taxes, duties, fees, customs, and similar charges that are levied in connection with the contract, or to reimburse them to WEMAS ABSPERRTECHNIK GMBH upon appropriate proof if WEMAS ABSPERRTECHNIK GMBH becomes liable for performance. In particular, the buyer shall pay VAT applicable on the day of delivery.

6.2 Price changes are permissible under the following conditions if more than 6 weeks have elapsed between the conclusion of the contract and the agreed delivery date or the delivery can only take place after the 6 weeks have elapsed for reasons for which the buyer is responsible. If, after that, wages, material costs, or market-based acquisition prices increase until the completion of the delivery, we are entitled to adjust the agreed price reasonably in accordance with the cost increase. The buyer is only entitled to withdraw from the contract in the event of a price increase if the price increase exceeds the rise in general living costs between the conclusion of the contract and delivery by more than a negligible amount.

6.3 Unless expressly agreed otherwise, the invoice amount is due immediately and payable as follows: a) 8 days after the invoice date 2% discount b) 30 days after the invoice date without any deduction.

6.4 If the buyer comes into delay in payment, we are entitled to assert the rights arising from § 288 BGB.

6.5 The buyer has the right to offset only if their counterclaims have been established, are ready for decision, undisputed, or acknowledged by us. Furthermore, they are entitled to exercise a right of retention only in so far as their counterclaim is based on the same contractual relationship.

6.6 If circumstances arise that question the buyer's creditworthiness, we are entitled to request advance payments or security deposits, without prejudice to any further legal claim.

6.7 The goods shall be delivered subject to retention of title in accordance with Sectiion 9 of these Terms and Conditions.

7. Warranty

7.1 The warranty rights of the buyer presuppose that the buyer has duly fulfilled his obligations to examine and to notify the buyer according to § 377 HGB (German Commercial Code).

7.2 The buyer's statutory rights of recourse against us only exist to the extent that the buyer has not concluded an agreement with his customer that goes beyond the statutory warranty claims.

7.3 If there is a defect in the goods for which we are responsible, we must always be given the opportunity to remedy the defect within a reasonable period of at least 4 weeks. However, the buyer may grant us a reasonable period of less than 4 weeks in individual cases, provided that a period of at least 4 weeks for remedying the defect can be proven to be unreasonable for the buyer. If the supplementary performance fails, the buyer shall be entitled to the statutory claims and rights subject to the following provisions. Claims by the buyer for the expenses necessary for the purpose of supplementary performance, in particular transport, travel, labour and material costs, are excluded, however, insofar as the expenses increase because the object of the delivery was subsequently moved to a place other than the place of fulfilment; unless the relocation corresponds to its intended use.

7.4 Warranty claims do not exist in cases of only minor deviations from the agreed condition, only minor impairment of usability, natural wear and tear, or damages that occur after the transfer of risk due to improper or negligent handling, excessive use, unsuitable operating materials, and/or due to special external influences and/or those not anticipated by the contract.
We are not liable for defects that the buyer knows at the time of conclusion of the contract or is not aware of due to gross negligence (§ 442 BGB).

7.5 If the operating or maintenance instructions provided by us are not followed, unauthorised changes are made to the products, or parts are replaced and consumables used that do not comply with the original specifications, our liability for defects in the goods occurring as a result is excluded; an exception applies only if the warranty case can be proven not to be attributable to any of the aforementioned exclusion reasons.

7.6 Claims for material defects become time-barred in 12 months; the period starts with transfer of risk. The above provision does not apply if the law, in particular pursuant to § 438 para. 1 no. 2 (objects for buildings) and § 634 a (building defects) BGB, prescribes longer periods.

7.7 The buyer’s claims for damages or compensation for frustrated expenses in the event of defects shall be subject to the provisions of Section. 8 and are otherwise excluded.

8. Joint and several liability

8.1 Unless otherwise stated in these Terms and Conditions, including the following provisions, we shall be liable in the event of a breach of contractual and non-contractual obligations in accordance with the statutory provisions.

8.2 We – irrespective of the legal basis – are liable for damages in the context of fault liability in the event of intentional misconduct and gross negligence. In the case of simple negligence, we are liable, subject to statutory limitations on liability (e.g. due care in our own affairs; negligible breach of duty), only

8.2.1 for damage resulting from injury to life, body or health,

8.2.2 for damages arising from the violation of an essential contractual obligation (an obligation whose fulfillment makes the proper execution of the contract possible in the first place and on which the contracting party regularly relies and may rely); in this case, however, our liability is limited to the compensation of the foreseeable, typically occurring damage. In all other cases, our liability is excluded subject to the following provision in Section 8.3.

8.3 The limitations of liability arising from Section 8.2 shall also apply to third parties and in the event of breaches of duty by persons (including in their favour), whose fault we are responsible for in accordance with statutory provisions. They do not apply if a defect has been fraudulently concealed or a guarantee has been assumed for the quality of the goods and for claims of the buyer according to the Product Liability Act.

9. Reservation of title

9.1 The delivered goods remain the property of WEMAS ABSPERRTECHNIK GMBH until all outstanding claims from the business relationship between us and the buyer have been paid in full. The inclusion of individual claims in a running account and the acknowledgment of the balance do not affect the retention of title. Payment shall only be deemed to have been received by us.

9.2 In the event of any breach of contract by the buyer, in particular in the event of delay in payment, we shall be entitled to withdraw from the agreement in accordance with the statutory provisions and to demand the return of the goods on the basis of retention of title. The withdrawal of the purchase item by us – also by means of attachment – as well as the demand for return is a rescission from the agreement.

9.3 The seizure of the purchased goods by us always constitutes a withdrawal from the contract. We are entitled to dispose of the goods after their return. The proceeds from the disposal will be credited toward the buyer's liability, minus reasonable disposal costs.

9.4 The buyer is obliged to handle the goods with care and to insure them at their own expense against fire, water, and theft damages, to the full new value. If maintenance and inspection work is required, the buyer must carry it out in good time at their own expense.

9.5 In the event of attachment or other interventions by third parties, we must be notified immediately in writing so that we can bring legal action in accordance with § 771 ZPO (German Civil Procedure Code) or similar foreign remedies. If the third party is not able to reimburse us for the judicial and extrajudicial costs of a lawsuit pursuant to § 771 ZPO, the buyer is liable for the loss incurred.

9.6 The buyer is entitled to resell the goods subject to retention of title in the ordinary course of business; however, they already assign to us all claims arising from the resale or any other legal grounds against their customers or third parties, in an amount equal to the invoice total (including VAT) of our claims, regardless of whether the goods have been resold without or after processing. We accept the assignment. If the assigned claim against the buyer of the goods subject to retention of title has been included in a current account (Kontokorrent), the assignment shall also apply to the recognized balance of our contractual partner and, in the event of the purchaser's insolvency, to the 'causal balance' of our contractual partner existing at that time. The buyer remains authorised to collect this outstanding claim even after assignment. The authority of WEMAS ABSPERRTECHNIK GMBH to collect the outstanding claim itself remains unaffected. However, we undertake not to collect the outstanding claim as long as the buyer meets theirs payment obligations from the proceeds collected, is not in delay in payment and, in particular, no application for insolvency proceedings has been made against his assets or payment has been suspended. However, if this is the case, we can demand that the buyer disclose the assigned claims and their debtors, provide all necessary details for collection, hand over the relevant documents, and notify the debtors (third parties) of the assignment.

9.7 The processing or conversion of the goods subject to reservation of title by the buyer shall always be carried out for us without any liability arising for us.If the reserved goods are processed with other items not belonging to us, we acquire co-ownership of the new item in proportion to the value of the reserved goods (invoice total including VAT) to the other processed items at the time of processing. This also applies if the buyer acquires sole ownership due to the processing. The same applies to the goods resulting from processing as to the goods delivered under reservation.

9.8 If the goods subject to reservation of title is inseparably mixed with other items not belonging to us, we shall acquire co-ownership of the new item in proportion to the value of the goods subject to reservation of title (final invoice amount incl. VAT) on the other mixed goods at the time of mixing. If the mixing takes place in such a way that the buyer's object is to be regarded as the main object, it is agreed that the buyer transfers co-ownership to us in proportion. The buyer shall keep the resulting sole or joint property for us.

9.9 We undertake to release the securities to which we are entitled at the request of the buyer to the extent that the realisable value of the securities to which we are entitled exceeds the outstanding claims to be secured by more than 10%; however, the selection of the securities to be released is at our discretion.

10. Ownership of documents, disclosure

WEMAS ABSPERRTECHNIK GMBH reserves ownership and copyright rights to images, drawings, calculations, data and other documents created by us; they may not be made available to third parties. This applies especially to such information, in particular written documents, which are designated as confidential; prior to their disclosure to third parties, the buyer must obtain our express written consent.

11. Applicable law, jurisdiction, partial nullity

11.1 For all current and future claims arising from business relationship with companies, legal entities governed by public law and special funds governed by public law, the sole place of jurisdiction is the registered office of WEMAS ABSPERRTECHNIK GMBH in Gütersloh. We are however, also entitled to sue the buyer in the court of their domicile.

11.2 Unless otherwise stated in the order confirmation, the place of business of WEMAS ABSPERRTECHNIK GMBH in Gütersloh is place of fulfilment.

11.3 The law of the Federal Republic of Germany shall apply to these terms and conditions and to all legal relationships between WEMAS ABSPERRTECHNIK GMBH and the buyer. The application of the UN Convention on Contracts for the International Sale of Goods (UN Convention of 11.04.1980) is excluded.

11.4 Should any provision of these Terms and Conditions of Sale, Delivery and Payment be or become ineffective in whole or in part, or should it contain a loophole, the validity of the remaining provisions shall not be affected thereby. The contracting parties will replace this provision with a new provision that come as close as possible to its legal and economic meaning and purpose.

In case of contradictions between the translated version and the German version of the general terms and conditions (AGB), the German version shall prevail.

(Status: February 2025)

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