1. General information

These General Terms of Delivery are binding. Any conditions of the purchaser (hereinafter referred to as the “Customer”) that deviate from these General Terms of Delivery at any time shall only be valid if they are expressly accepted by WUSTEC in writing.

A contract between WUSTEC and the Customer shall be concluded upon receipt by the Customer of the written confirmation from WUSTEC, in which it declares acceptance of the order (order confirmation).

All agreements and legally relevant declarations of the contracting parties must be made in writing in order to be valid. All statements in text form transmitted or recorded on electronic media are equivalent to written statements, unless otherwise agreed.

Unless otherwise agreed, the place of performance for all obligations arising from the contractual relationship is the registered office of WUSTEC.

Should any provision of these General Terms of Delivery prove to be ineffective in whole or in part, the parties shall jointly seek a regulation that in its legal and economic intent is as close as possible to the invalid provision.

2. Scope of deliveries of goods and provision of services

Finally, the scope of WUSTEC’s deliveries and performance results from the offer and/or the order confirmation and any attachments and/or the documents referred to therein. Goods and/or services not listed therein may be invoiced additionally to the Customer if they are necessary for the performance of the contract.

Insofar as WUSTEC provides technical information or acts as a consultant and this information or advice is not part of the contractually agreed scope of services owed by it, this shall take place free of charge and under exclusion of any liability.

3. Offers and technical documents

Unless otherwise agreed, brochures and catalogs are not binding. Information in technical documents is only binding to the extent that it is expressly designated as such. WUSTEC reserves the right to modify data in the technical documents at any time.

All offers are confidential. Their content may only be made known to those who are involved.

Each contracting party reserves all rights to technical documents – such as drawings, drafts, circuit diagrams and cost estimates – that it makes available to the other party. The receiving party acknowledges these rights and shall not make these documents accessible to third parties, in whole or in part, or use them outside the purpose for which they were provided to it without the prior written consent of the other party. At WUSTEC’s request, these documents must be returned if corresponding jobs are not completed.

4. Prices

Unless otherwise agreed, all prices are net FCA, Hohenkreuzstrasse 2, 78655 Dunningen-Seedorf, Baden-Württemberg, according to Incoterms 2020, excluding packaging, in locally available euros without any deduction.

All ancillary costs, such as freight costs, insurance premiums, packaging, fees for export, transit, import and other permits, as well as for certifications shall be borne by the Customer. Similarly, the Customer shall bear all taxes, fees, duties, customs duties and the like that are levied out of or in connection with the contract, or refund them to WUSTEC against corresponding proof, if WUSTEC is liable for them. The costs for transport (including packaging, shipping and insurance) will be shown on the invoice, if applicable.

WUSTEC reserves the right to modify the prices if the wage rates or raw material prices change between the submission of the offer and the contractually agreed performance.

An appropriate price adjustment shall also be made if the:

  • Delivery period has been subsequently extended for any reason specified in these General Terms of Delivery, or
  • Type or scope of the agreed deliveries or performance has changed, or
  • Material or model has changed because the documentation provided by the Customer did not correspond to the actual conditions or was incomplete.

5. Payment terms

Payments shall be made by the Customer at WUSTEC’s registered office in accordance with the agreed terms of payment without deduction of discounts, expenses, taxes, duties, fees, customs duties and the like. Deviations from this must be agreed in writing.

Unless otherwise stated in the order confirmation, payment is due within 14 days of the invoice date. Offsetting with counterclaims of the Customer or withholding payments due to such claims is not permitted, unless agreed in advance with WUSTEC.

The payment obligation shall be deemed fulfilled if WUSTEC has locally available payments at its registered office.

The payment deadlines must also be complied with if transport, delivery or performance is delayed or prevented for reasons for which WUSTEC is not responsible, or if insignificant parts are missing or if reworking proves necessary that does not render the use of the delivery item impossible.

If the advance payment or the contractually agreed security is not provided in accordance with the contract, WUSTEC may maintain the contract or withdraw from the contract and is entitled to demand damages in both cases.

If the Customer, for whatever reason, is in arrears with a payment or if WUSTEC has a serious fear that payments will not be received in full or on time due to circumstances that occurred after the contract was signed, without prejudice to its statutory rights, WUSTEC is entitled to refuse further performance of the contract and to retain the goods ready for dispatch until new terms of payment and delivery have been agreed and sufficient security has been provided to WUSTEC.

If no such agreement is reached within a reasonable period of time or if WUSTEC is not provided with sufficient security, WUSTEC is entitled to withdraw from the contract and demand damages.

If the Customer fails to comply with the agreed payment dates, it shall pay interest on arrears without reminder from the agreed due date, which shall be based on the conditions applicable at the Customer’s domicile, but at least 4 percent above the current 3-month € LIBOR. We reserve the right to assert further damages.

6. Retention of title

WUSTEC shall remain the owner of all deliveries of goods with a right of withdrawal until full receipt of the contractual payments. WUSTEC is entitled to arrange for a corresponding entry in the relevant retention of title register.

The Customer must cooperate in all measures required to protect WUSTEC's property. In particular, upon conclusion of the contract, the Customer authorizes WUSTEC to record or register the retention of title in the required form in public registers, books or similar at the customer’s expense and to fulfill the corresponding formalities.

During the term of the retention of title, the Customer must insure the delivered goods against theft, breakage, fire, water and other risks at their own expense and in favor of WUSTEC in agreement with WUSTEC. It must also take all measures to ensure that WUSTEC’s property is not impaired in any way.

7. Delivery period

The delivery period begins as soon as the contract has been concluded in accordance with these General Terms of Delivery, all official formalities, such as, but not limited to, import, export, transit and payment authorizations have been obtained, payments owed with the order have been made, any agreed security has been provided and the essential technical issues have been clarified. The delivery period shall be deemed to have been met if the ordering party is informed that the deliveries are ready for dispatch by the expiry of the delivery period. If a delivery date is specified, this date is the last day of a delivery date.

Compliance with the delivery deadline requires that the Customer has fulfilled their contractual obligations, such as the notification of specifications. The delivery date shall be extended appropriately:

  • if the information required by WUSTEC for the fulfillment of the contract is not available in full and in a timely manner or if the Customer subsequently modifies this information and thereby causes a delay of deliveries or performance
  • if obstacles occur that WUSTEC cannot avoid despite the application of reasonable care. Such obstacles include but are not limited to epidemics, pandemics, mobilization, war, riots, serious operational disruptions, accidents, industrial disputes, delayed or faulty delivery of raw materials, semi-finished or finished products, discarding of important workpieces, official measures or omissions by authorities or public bodies, natural disasters and shortages of raw materials and other materials. In such cases, WUSTEC shall not be liable for damages;
  • if the Customer or a third party is in default with the work to be carried out by it or with the fulfillment of its contractual obligations, in particular if the Customer fails to comply with the terms of payment.

Costs for which WUSTEC is not responsible and which have arisen as a result of an extension of the delivery period will be invoiced to the customer.

Delay

WUSTEC shall only be in default by means of a written reminder from the Customer subject to an appropriate grace period.

The Customer is entitled to demand compensation for delayed deliveries if the delay can be proven to have been caused by WUSTEC and the Customer can prove damage as a result of this delay. If the Customer is disencumbered by a replacement delivery, the entitlement to compensation for delay shall lapse.

The compensation for delay shall not exceed 0.5% for each full week of delay, but in total not more than 3%, calculated on the contract price of the delayed part of the delivery. The first two weeks of delay do not justify any claim for compensation for delay. After reaching the maximum compensation for delay, the Customer must set WUSTEC an appropriate grace period in writing. If this grace period is not complied with for reasons for which WUSTEC is responsible, the Customer shall be entitled to refuse acceptance of the delayed part of the delivery. WUSTEC shall not be liable for delivery delays caused by delays in delivery by its suppliers and shall not be liable for damages or losses caused by late deliveries by its suppliers.

The Customer shall have no rights and claims due to delay in delivery or performance other than those expressly provided for in the clauses concerning the delivery period. This restriction does not apply in the event of illegal intent or gross negligence by WUSTEC, but however does apply in the case of its vicarious agents.

8. Packaging

The packaging will be invoiced separately by WUSTEC and cannot be returned. However, if it is declared to be the property of WUSTEC, it must be returned by the Customer free of charge to the place of dispatch.

9. Transfer of benefit and risk

The agreed delivery clauses shall be interpreted in accordance with the valid INCOTERMS 2020.

Partial deliveries are permitted unless otherwise agreed.

If shipment is delayed at the request of the Customer or for other reasons for which WUSTEC is not responsible, the risk shall pass to the Customer at the originally planned time of leaving the plant. From this point onward, the delivery item shall be stored and insured at the Customer’s expense and risk.

10. Shipping, transport and insurance

WUSTEC must be informed in good time of any special requests regarding shipping, transport and insurance. Transport is at the expense and risk of the Customer. It is the Customer’s responsibility to take out insurance against risks of any kind.

Shipping shall take place FCA Hohenkreuzstrasse 2, 78655 Dunningen-Seedorf, Baden-Württemberg in accordance with Incoterms 2020, unless otherwise agreed. The packaging is selected by WUSTEC.

Shipments that have transport damage may only be accepted with a qualified reservation (exact specification of the damage). This reservation must also be signed by the driver. Externally visible damage must be documented with photos. Damaged goods must be secured and augmented with the original packaging. Transport damage must be reported to WUSTEC immediately and with high priority in writing with the mandatory notation “Transport damage”. The freight forwarder and/or carrier must be informed immediately in order to establish the facts and to safeguard all rights.

11. Inspection and formal acceptance of deliveries of goods and provision of services

WUSTEC undertakes to check the deliveries and performance before shipment, insofar as this is customary. If the Customer wishes a further inspection, this must be agreed separately and paid for by the Customer.

The customer must check the delivered goods and the performance provided within 7 days of receipt and report any defects immediately in writing to the service center specified by WUSTEC. In the event of complaints about defects, WUSTEC shall rectify them as quickly as possible and the Customer shall give WUSTEC the opportunity to do so. A special agreement is required for the performance of a formal acceptance and the definition of the associated conditions. Therefore, an acceptance procedure such as FAT/SAT must be mutually agreed in order to be applicable.

12. Warranty, liability for defects

Warranty period for commercial quality

The period for asserting warranty claims for commercial quality is 12 months. Any warranty claims are excluded thereafter. The period starts with the dispatch of the delivery ex works or, if applicable, with the agreed formal acceptance of the delivery item and the services to be performed. If shipment or acceptance is delayed for reasons for which WUSTEC is not responsible, the period for asserting warranty claims with regard to commercial quality ends no later than 15 months after the date of invoice.

There is no warranty for wear parts.

The warranty claims expire prematurely if the Customer or third parties have improper modifications or repair work carried out by specialists not approved by WUSTEC or if, if in case of a defect, the Customer does not immediately take all suitable measures to reduce the damage and gives WUSTEC the opportunity to rectify the defect.

Liability for defects in material, design and workmanship

WUSTEC shall remedy or replace as soon as possible at the Customer’s written request all parts of the delivery item that prove to be defective as a result of poor material, faulty design or defective workmanship up to the expiry of the warranty period. Replaced parts become the property of WUSTEC, unless it expressly waives this property. WUSTEC shall bear the costs of reworking applied in its plant; transport costs shall be borne by the Customer. If the rectification cannot be carried out at WUSTEC’s plant, the Customer shall bear the associated costs of transport, personnel, travel and accommodation as well as the costs of work that is not related to the installation and removal of the defective parts.

Exclusion of liability for defects

WUSTEC’s warranty and liability excludes all defects that cannot be proven to have arisen as a result of poor material or natural wear and tear., Inadequate maintenance, non-compliance with operating regulations, excessive stress, use of unsuitable consumables, chemical or electrolytic influences, construction or assembly work not carried out by WUSTEC, or as a result of other reasons for which WUSTEC is not responsible. WUSTEC shall only be liable for damage attributable to defective software within the framework of the warranty if the customer had no influence over this software. Influence is to be assumed, in particular, in the case of software changes and/or combination with third-party software, in the case of any type of change of parameter settings by personnel not specially trained and in the case of any handling deviating from the operating instructions.

Deliveries and performance by subcontractors

WUSTEC only accepts warranty and liability for defects to the extent of the subcontractors’ warranty obligations for deliveries and performance by subcontractors that are prescribed by the Customer.

Exclusivity of warranty claims for commercial quality

Except as expressly stated in the provisions on warranty and liability for defects, the Customer has no rights and claims due to defects in material, construction or workmanship and due to the lack of warranted properties. Any further warranty and/or liability – in particular for any consequential damage – is excluded.

Liability for ancillary obligations

WUSTEC shall only be liable for claims arising from incorrect advice and the like or from the breach of ancillary obligations in the event of unlawful intent or gross negligence.

13. Non-fulfillment, poor performance and consequences

In all cases of poor performance or non-performance not expressly regulated in these General Terms of Delivery – in particular if WUSTEC begins the performance of the deliveries and services so late without justifiable reason that timely completion is no longer foreseeable, or if a non-contractual performance is clearly foreseeable through WUSTEC’s fault, or if the delivery or service was performed in breach of the contract through WUSTEC’s fault, the Customer is entitled to set WUSTEC a reasonable grace period for the affected delivery or service while at the same time threatening withdrawal in the event of non-performance. If WUSTEC culpably allows this grace period to expire unused, the Customer is entitled to withdraw from the contract with regard to the services delivered or to be delivered or provided in breach of the contract and to demand a refund of the payments already made for these performances.

In such a case, the provisions on the exclusion of further liability apply with regard to any claim for damages by the Customer and with regard to the exclusion of further liability, whereby any claim for damages is limited to 5 percent of the contract price for the deliveries and performances affected by the termination.

14. Withdrawal by the Customer

After the job has been confirmed by WUSTEC with an order confirmation, the Customer is not entitled to withdraw from the contract. In the event of early withdrawal from the contract by the Customer, the Customer shall pay WUSTEC the following percentages of the order value in addition to any other damages or costs: i) after order confirmation: 50%; ii) after assembly is complete and ready for shipment: 80%; and after delivery: 100%.

15. Termination of the contract by WUSTEC

If unforeseen events substantially change the economic significance or content of the delivery or service or significantly affect WUSTEC’s work, or if performance subsequently becomes impossible, the contract shall be adjusted accordingly. Insofar as this is not economically justifiable, WUSTEC shall be entitled to withdraw from the contract or the parts affected by it.

If WUSTEC wishes to withdraw from the contract, it must notify the Customer immediately after becoming aware of the extent of the event, even if an extension of the delivery period had been agreed. In the event of resolution of the contract, WUSTEC shall be entitled to payment for the parts of the goods already delivered and the services already performed. Payments already made must be refunded to the Customer if no compensatory measures have been received in return. Claims for damages by the Customer due to such termination are excluded.

16. Exclusion of further liability

All cases of breaches of contract and their legal consequences as well as all claims of the Customer, regardless of the legal basis on which they are made, are definitively regulated in these General Terms of Delivery. In particular, all claims for damage, reduction, cancellation of the contract or withdrawal from the contract that are not expressly stated are excluded. Under no circumstances shall the customer be entitled to compensation for damages that have not occurred to the delivered goods and performance provided and that are definitively regulated in WUSTEC’s General Terms of Delivery and single offers and order confirmations. This exclusion of liability of WUSTEC applies in particular, but not exclusively, to loss of production, loss of use, loss of orders, loss of profit and other direct or indirect damages or consequential damages.

17. WUSTEC’s right of recourse

If the actions or omissions of the Customer or the persons employed or commissioned by the Customer to fulfill its obligations result in personal injury or material damage to third parties and WUSTEC is claimed for this reason, the latter is entitled to take recourse against the Customer.

18. Force majeure

WUSTEC shall not be liable or responsible to the Customer and shall not be deemed to have breached its obligations for any failure or delay if such failure or delay is caused by or results from actions beyond WUSTEC’s control, including but not limited to:

  • Natural events,
  • Flood, fire, earthquake or other natural disasters,
  • total or partial closure of suppliers,
  • War, invasion, hostilities (whether war has been declared or not), terrorist threats or acts, riots or other civil unrest,
  • Strikes, work stoppages or slowdowns or other industrial disturbances,
  • Shortages or delays in the supply of raw materials or
  • Measures by government authorities, including import or export bans or a significant increase in customs duties,
  • Pandemic or epidemic (each a “force majeure event”).

In the event of a delay in WUSTEC’s performance due to a force majeure event, WUSTEC shall have as much additional time for performance as is reasonably necessary under the circumstances and WUSTEC may, at its reasonable discretion, split its production and deliveries among all of its Customers.

19. Intellectual property

WUSTEC reserves the ownership or copyright to all offers and cost estimates submitted by WUSTEC as well as drawings, illustrations, calculations, brochures, catalogs, models, tools and other documents and aids provided to the Customer. Without the express consent of WUSTEC, the Customer may not make these objects accessible to third parties either as such or in terms of content, disclose them, use or reproduce them itself or by third parties. At WUSTEC’s request, the Customer must return these items in full to WUSTEC and destroy any copies made if they are no longer required by the Customer in the proper course of business or if negotiations do not lead to the conclusion of a contract.

20. Export and secondary export embargo

The embargo on secondary exports only applies to items that are specifically marked on the delivery note or invoice.

The re-export of these goods is prohibited due to an obligation with the Import and Export department. This obligation shall be transferred to the purchaser of these goods and shall be passed on upon transfer.

The Customer is responsible for importing, reselling or shipping to another country. The Customer undertakes to comply with all local and international re-export regulations.

If it turns out during the performance of the delivery and/or service that the Customer and/or the country of the Customer’s address is sanctioned, the individual contract between the Customer and WUSTEC is null and void without WUSTEC being obliged to perform and without the Customer being entitled to claim costs or damages.

21. Code of Conduct

The Customer undertakes to comply fully with the WUSTEC Code of Conduct, which can be found on the Komax Group website (About Komax, Organization) and at the following link: Komax Code of Conduct for Business Partners

22. Place of jurisdiction and applicable law

The Customer and WUSTEC shall endeavor to settle any differences amicably and by mutual agreement.

For all other cases, German law shall apply exclusively. The place of jurisdiction is the competent court at the registered office of WUSTEC GmbH Co. KG.

The United Nations Convention on Contracts for the International Sale of Goods (CISG) and the conflict of laws are expressly excluded.

As of: October 15, 2024