GENERAL TERMS AND CONDITIONS

1. General terms

“Seller” refers to Weimako GmbH, with its registered address at Ziegeleistr. 12, D-82327 Tutzing, Germany, and registered in the Commercial Register under HRB 217525.
“Buyer” refers to the person who accepts an offer from the seller for the sale of goods or whose order for goods is accepted by the seller. The buyer and the seller are individually referred to as a party or collectively as the parties.

“Goods” refers to all products that the seller is required to deliver under these terms.
“Terms” refers to the general sales conditions as outlined in this document.

The seller sells and the buyer purchases the goods in accordance with a written offer from the seller, which is accepted by the buyer, or in accordance with a written order from the buyer, which is accepted by the seller.

The terms apply to all offers made by the seller to the buyer and to all contracts between the seller and the buyer, unless otherwise agreed in writing. It is assumed that the buyer has explicitly and irrevocably accepted these terms, unless otherwise agreed in writing. These terms always take precedence over the terms of the buyer or any third party involved. Any deviation from these terms requires the explicit written consent of the seller.

In the event that the buyer purchases goods through the seller’s online sales platform, these terms and all mandatory national legal provisions (if applicable) apply to all offers, orders, contracts, and deliveries arising from these online sales.

Any typographical errors, spelling mistakes, or other errors or omissions in sales documents, offers, price lists, order confirmations, invoices, or other documents or information issued by the seller can be corrected without any liability on the part of the seller.

The headings in these terms are for convenience only and cannot be used for interpretative purposes. The buyer must familiarize themselves with all information provided by the seller regarding the goods, including (but not limited to):

(i) safe handling and use; and (ii) storage, transport, and disposal. The buyer must inform their employees and all of their contractors about these procedures and appropriately warn of any hazards to persons, property, and the environment. The buyer shall indemnify the seller from all claims and costs, including reasonable attorney fees, arising from the buyer’s failure to comply with the aforementioned obligations. The seller has the right to cancel any order with 14 days’ notice if the buyer fails to comply with the above obligations.

2. Offers, Orders, and Order Confirmations

Each offer from the seller is non-binding and should be understood as an invitation to the buyer to submit a binding order.

An order placed by the buyer (or a modification of an existing order) is binding for the buyer, but for the seller, it is only binding after written confirmation regarding the availability of the goods. From the moment the order is placed by the buyer, the buyer is no longer entitled to cancel the order.

3. Delivery and Delivery Time

The delivery time is the period specified in the order confirmation and no other.

The trade terms are to be interpreted in accordance with Incoterms 2020 (or any later versions), and ownership passes to the buyer at the same time the risk of loss or damage passes according to Incoterms 2020, regardless of Section 5. The risk of loss passes to the buyer when the goods are handed over to the carrier, if the sales contract does not specify a trade term to the contrary, and ownership transfers only upon full payment for the goods. Unless explicitly agreed otherwise in writing, the delivery time is purely indicative and not binding for the seller. The parties acknowledge that certain circumstances may hinder or delay the delivery time. In such cases, the seller will inform the buyer within a reasonable period and propose a new delivery time. Under no circumstances can the seller be held liable for damages due to delayed deliveries.

The seller is entitled to make minor deviations in the quantity (up to a maximum of 10%) of the ordered goods, unless the parties have explicitly agreed otherwise in writing. The buyer will receive an invoice for the actual quantity of goods delivered. The seller is entitled to make partial deliveries to the buyer.

Unless explicitly agreed otherwise, the buyer is responsible for complying with all laws and regulations concerning the import, transport, storage, and use of the goods.

Unless explicitly agreed otherwise, the seller does not accept the return of packaging materials used for the delivery of the goods, except for reusable pallets (which must be returned in a clean and good condition). If delivery is made in tank cars or containers on trucks, the buyer is obligated to return them in good condition to the respective owners of the cars/containers on the same business day after arrival; otherwise, the buyer shall pay the seller a penalty based on the usual rental price charged by the owner of the cars/containers.

4. Price of the Goods

The price of the goods is the seller’s offered price. Unless explicitly agreed otherwise, all quoted prices are valid for a maximum of 5 days, after which they may be changed by the seller without notifying the buyer.

Unless explicitly agreed otherwise, the price does not include transportation and insurance costs and is understood to be exclusive of all applicable taxes, such as but not limited to VAT, other state or local taxes, and/or import and/or export duties, which the buyer must pay to the seller (or reimburse) in addition to the price, regardless of how or by whom the tax is levied.

The seller reserves the right to increase the price of the goods by notifying the buyer at any time before delivery, to reflect an increase in costs for the seller due to a factor beyond the seller’s control, or a change in the delivery dates, quantities, or specifications for the goods requested by the buyer, or a delay caused by the buyer’s instructions or the buyer’s failure to provide the seller with appropriate information or instructions. If the buyer believes the price increase is unreasonable, they may object to the increase in writing within 15 days of receiving the seller’s notice. The seller then has the right to either continue supplying the buyer at the original price or terminate the contract immediately by written notice to the buyer, without the buyer being entitled to any compensation.

5. Payment Terms

All invoices are to be paid to the seller within the period specified on the invoice, unless the parties explicitly and in writing agree otherwise. The price specified on the invoice is final and binding, and all payments are to be made in the currency of the invoice.

The buyer is not entitled to defer their payment obligation, even in the case of a clearly justified complaint or claim regarding the delivered services/goods.

If payment is not made by the due date, the outstanding amounts will accrue interest from the due date at a rate of nine (9) percentage points above the base rate. In addition, the seller is entitled to a flat-rate compensation of EUR 40.

Notwithstanding any contractual or legal rights of the seller, including potential claims for damages, the seller is entitled, in the event of non-payment and/or in the event of suspension, reduction, or revocation of the approved credit limit by a credit insurer, to suspend all further deliveries to the buyer without prior notice and/or to declare all ongoing contracts void by operation of law and/or demand payment of all outstanding but not yet due invoices. In the event of non-payment, the buyer loses all rights to granted discounts, including (but not limited to) any year-end discounts. The seller has the right to reclaim already delivered goods based on their retention of title, even if the seller has not yet terminated the contract with the buyer, until full payment for the delivered goods has been received from the buyer. The retention of title also applies to goods delivered by the seller that are processed by the buyer. The seller acquires sole ownership of the newly manufactured goods, and in the case of processing with other materials, the seller acquires proportional co-ownership of the newly manufactured goods in relation to the invoice value of the goods supplied by the seller compared to the invoice value of the other materials.

The buyer is not entitled to offset due amounts or assert any type of retention of title (except to the extent that this can be excluded by law).
The seller is entitled to assign claims arising from this contract to one of its affiliated companies, such as the Factoring Service Center, without the prior consent of the buyer. If provisions in the buyer’s general terms and conditions oppose the assignability of a claim, these provisions are hereby expressly rejected and excluded.

6. Warranty/Liability

The seller undertakes that the goods will conform to the sales specifications of the manufacturer of the goods. The above-described warranty of the seller regarding the sales specifications is subject to the following assumptions: (i) the seller is not liable for defects in the goods resulting from processing by unqualified professionals, intentional damage, negligence, abnormal working conditions, improper storage, misuse, or alteration of the goods without the seller’s consent; and (ii) the seller is not liable under the above warranty if the total price for the goods has not been paid by the due date.

The buyer hereby guarantees that the goods will not be used, either directly or indirectly by the buyer or third parties, in a manner that falls under Class A, B, or C of the EU MDR 2017/745 and/or Class I, II, or III of ISO 10993-1:2018 (or equivalent legislation/regulation in the USA, Canada, and/or any other country), without prior written approval from the seller for each specific product and/or application. The seller cannot be held liable if the aforementioned guarantee is violated by the buyer.

Any recommendations and/or (potential) technical advice regarding the use or application of the goods, all additional specifications and/or warranties for the goods provided by the seller and its employees or representatives (e.g., via email, phone, etc.) outside of the standard written sales specifications do not constitute a guarantee for the results that the buyer seeks to achieve or intends to achieve through their own manufacturing process, nor can the seller assume any liability in this regard. If the parties have agreed that the goods will be sold as “off-grade material” (outside the standard sales specifications), second-quality goods, goods made from recycled material, or similar, the seller assumes no liability for the quality of the goods.

Minor quantity deviations (up to a maximum of 10%) are not considered defects and must be accepted by the buyer. The buyer will only be invoiced for the goods actually delivered.

The buyer is obligated to inspect the goods immediately upon delivery and must notify the seller in writing on the delivery confirmation of any visible defects that the buyer claims cause the delivered goods not to conform to the sales specifications. For defects that were not visible upon inspection on the delivery day or that only became apparent after processing the goods, the buyer must notify the seller of these within 5 days of discovery by registered mail.

Both (i) the failure to inspect the goods immediately upon delivery; (ii) the failure to report the goods in writing by registered mail within the specified timeframes; and (iii) the processing of the goods delivered under this contract (only in the case that the visible defect should have been discovered but was not) constitute an unconditional and irrevocable acceptance of the goods by the buyer and a full waiver of any claims by the buyer against the seller.

The seller’s liability for defective or damaged goods is limited to the refund of the purchase price for the defective or damaged goods or, at the seller’s discretion, the replacement of the defective or damaged goods. The seller shall not be liable under any circumstances for special, incidental, indirect losses, or consequential damages, such as lost profits, costs for replacement materials, or claims from customers/third parties of the buyer, or other similar losses. Notwithstanding the above, the seller’s total liability shall in no case exceed the amount of the corresponding invoice for the goods. In any case, it is the buyer’s duty to take all possible measures to prevent or mitigate damage. Failure to mitigate damage constitutes a complete waiver of any claims by the buyer against the seller. The buyer is required to cooperate at all times with the seller and the manufacturer of the goods if a defect in the goods is found.

The seller shall not be liable to the buyer and shall not be considered in breach of contract if the seller fails to fulfill its obligations regarding the goods on time or at all, and the delay or failure is due to a cause beyond the seller’s control.

The seller makes no warranty that the goods are free from patents or other industrial property rights of third parties.

The liability limitation contained herein applies for the benefit of all employees, agents, and other representatives of the seller.

Notwithstanding any contrary provisions in these terms, the buyer shall indemnify the seller and the seller’s parent, affiliate, and subsidiary companies, as well as their respective officers, directors, and employees, against all liabilities, costs, expenses, damages, and losses (including direct, indirect, or consequential damages, loss of profits, loss of reputation, as well as all interest, fines, legal fees, and other reasonable professional costs and expenses) incurred by the seller arising from or in connection with third-party claims against the seller arising from or related to the delivery or use of the goods or goods into which the goods have been incorporated. This indemnity shall not apply where the primary and predominant cause of a claim is that the goods did not comply with the warranties at the time of shipment.

7. Insolvency

The seller may withdraw from the contract if the buyer ceases payments or if insolvency proceedings or comparable legal proceedings are initiated over their assets or those of another creditor (§§ 14, 15 InsO), or if the initiation of such proceedings is rejected due to lack of assets.

8. Force Majeure

In the event of force majeure, such as, but not limited to (i) pandemics, (ii) war, civil unrest, martial law, and/or government measures, (iii) strikes, (iv) trade sanctions, (v) fire and/or lightning, (vi) unforeseen production, transportation, and/or shipping disruptions, (vii) unforeseeable shortages of labor, utilities, and/or raw and auxiliary materials, the seller reserves the right to either suspend its obligations as long as the force majeure situation persists or, if it lasts for more than 6 months, terminate the contract without the seller being obliged to compensate the buyer for any reason.

9. Suspension of obligations

If at any time during the term of the contract the seller believes that a significant change (i) in the business, (ii) in the financial, technical, or commercial conditions of the contract has occurred, which constitutes a significant hardship for the seller in fulfilling the contract, the seller will notify the buyer in writing that they wish to meet and review the terms of the contract in light of the changed business conditions. The parties will meet in good faith to discuss appropriate measures to mitigate or alleviate the effects of such hardship in a way that is reasonable for both parties. If no agreement can be reached, the obligations of both parties will be suspended until the said significant change is normalized, or the seller has the right to terminate the contract without having to compensate the buyer.

10. Safety, Compliance with Laws and Trademarks

The buyer must handle the goods in accordance with the recommendations in the safety data sheets and/or the safety documentation of the seller. If the buyer does not have access to this safety information, they will immediately contact the seller if advice or information is needed.

The buyer guarantees and agrees to comply with all applicable laws, including but not limited to laws on anti-corruption, competition, data protection (see also Section 12), and trade sanctions, and that all necessary measures will be taken to ensure compliance with these laws. In the event of a breach by the buyer, the seller is entitled to terminate the contract with the buyer without notice and/or without obligation to pay compensation. In the event of such a breach by the buyer, the buyer shall indemnify the seller for all damages and losses upon the seller’s first request.

The buyer will not use the trademarks of the seller, its affiliates, and/or the seller’s suppliers without the prior express written consent of the seller.

11. Miscellaneous

Applicable Law and Jurisdiction – The terms and all contracts between the seller and the buyer are exclusively subject to the law of the Federal Republic of Germany. The seller and the buyer expressly exclude the application of the United Nations Convention on Contracts for the International Sale of Goods (1980). In the event of a legal dispute, the court in Berlin, Germany, shall have exclusive jurisdiction for the resolution of the dispute between the parties.
Invalidity – The invalidity or unenforceability of any of the clauses of these terms shall in no way affect the validity or enforceability of the other clauses of these terms.

Performance by Affiliates – Assignment – At the seller’s discretion, any contractual obligation (in whole or in part) may be fulfilled by the seller or an affiliated company and/or assigned to an affiliated company. Deliveries made under these circumstances may be invoiced by the involved company and shall be considered as the seller’s performance in accordance with the contract. In the case of an assignment, the general terms and conditions of the partner shall apply.

No Waiver – A waiver by the seller of the enforcement of a breach of contract by the buyer shall not be construed as a waiver of the later enforcement of a breach of the same or any other provision.
Amendments in Writing – Any amendment to these terms must be agreed upon in writing between the parties.

12. Data Protection – GDPR

The seller complies with the General Data Protection Regulation (EU) 2016/679 or the applicable local regulations. Within the seller and its affiliates, the processing of personal data is permitted, but only for purposes that are consistent with the reasons for which the personal data was collected, such as: (i) processing personal data of potential, current, and former customers; (ii) customer management, fulfillment of accounting systems, fulfillment of quality management based on our contractual relationship and/or because you use our products and/or services. Customers are informed about the privacy policy on our website. As a potential, current, or former customer, you can exercise your rights regarding your personal data:

(i) Right to withdraw consent at any time,
(ii) Right of access to personal data,
(iii) Right to rectify incomplete, inadequate, or excessive personal data,
(iv) Right to delete incorrect personal data,
(v) Right to data portability, and
(vi) Right to object.

The request to exercise any of the above rights should be sent to privacy@ravago.com.