General
conditions of sales and deliveryWEHA-Gummiwaren-Fabrik Holzberg GmbH & Co. KG | Kleinmachnower Weg 9-11 | D-14165 Berlin

Offers, deliveries and services are made exclusively on the basis of our sales conditions, which the customer accepts when placing the order or placing an order.

Any differing conditions from the customer are not binding for us, even if we do not expressly object to them.

Differing agreements only apply if we have expressly confirmed them in writing.

The ineffectiveness of individual provisions, which occurs due to a change in the legal situation or case law, does not affect the validity of the above conditions.

1. Our offers are subject to change. Delivery and discussion take place at the prices and conditions stated in our order confirmation. Significant cost changes, especially in raw materials, energy, wages, etc., entitle us to demand an appropriate adjustment of our prices if delivery takes place later than 4 months after conclusion of the contract. In the event of non-agreement, we have the right to withdraw. Correspondence will be in German and, if requested, in English.

2. The goods are shipped at the expense and risk of the recipient, whereby the choice of shipping route and method is left to us. Insurance will only be provided upon written request and at the purchaser’s expense. No shipping notices will be sent. The risk passes to the recipient as soon as the goods have been handed over to our shipping representative. If the goods are ready for dispatch and dispatch or acceptance is delayed for reasons for which we are not responsible, the risk is transferred to the customer upon receipt of notification of readiness for dispatch.

3. Standard commercial packaging is not charged; Special packaging will be invoiced at cost price.

4. In the absence of special agreements, call-off orders have a term of no more than 1/2 year from receipt of the order confirmation. We are entitled to procure the material for the entire order and to produce the entire order quantity immediately. Requests for changes can therefore no longer be taken into account after the order has been placed, unless this has been expressly agreed. Furthermore, call-off orders without firmly agreed acceptance dates can only be carried out within the scope of production possibilities.

5. The ordered quantities can be exceeded or undercut by up to 10%. Partial deliveries are permitted. For small orders up to an invoice amount of €500, a surcharge will be charged for each quality and dimension.

6. Delivery times are considered target dates, which can be deviated from in individual cases due to special circumstances, unless different agreements are made. If force majeure or other unforeseeable, unavoidable events occur at us or our suppliers - this also includes subsequent material procurement difficulties, operational disruptions, lack of energy, strikes and lockouts, staff shortages, lack of means of transport, traffic disruptions, floods, fire damage, official orders - the term will also be extended bindingly agreed delivery period to an appropriate extent. If performance becomes impossible due to such circumstances, we will be released from our delivery obligation. Claims for damages by the customer are excluded in any case. If the hindrance lasts longer than 3 months, the customer is entitled to withdraw from the part of the contract that has not yet been fulfilled without penalty after a reasonable grace period has expired.

7. Materials provided by the customer must be delivered on time and in perfect condition at his own expense and risk with the agreed amount, otherwise with an appropriate quantity surcharge of at least 5%. If the customer does not fulfill his obligation, we have the right to interrupt or not start production at our discretion and to invoice the resulting costs or to withdraw from the contract.

1. 75% of the costs for molds and tools manufactured by us or on our behalf will be invoiced to the customer. The price for molds includes the sampling costs but does not include the costs for testing and processing devices or for changes initiated by the customer.

2. Unless expressly agreed otherwise, molds and tools remain our property. They will only be used for orders from the purchaser as long as the purchaser meets his payment and acceptance obligations. Our obligation to store expires 2 years after the last partial delivery from the form and after prior notification to the purchaser.

3. If the purchaser is to become the owner of the molds as agreed, he must pay the costs in full. Ownership passes to him after the purchase price has been paid in full. Regardless of the purchaser's legal right to surrender and the lifespan of the molds, we are entitled to exclusive possession of the molds until an agreed minimum number of pieces has been purchased or until the end of a predetermined period of time.

4. In the case of the customer's own molds and tools, our liability with regard to storage and care is limited to the care we take in our own affairs. The customer bears the costs for maintenance and insurance. Our obligations expire if the customer does not pick up his tools after the order has been completed and the corresponding request has been made

1. Our invoices are to be paid free of postage and charges: with a 2% discount within 10 days or purely net within 30 days. Discount will only be granted if all payment obligations due from previous deliveries have been met and the invoice amount has been received by us on time within the payment deadlines.

2. When paying by check, payment is only considered to have been made when the check has been credited. In the event of a chargeback, the payment is deemed not to have been made from the start. Bank charges are borne by the purchaser. Bills of exchange are not accepted.

3. If the payment date stated on the invoice is exceeded, we are entitled to charge interest at the rate of 2% above the discount rate of the Deutsche Bundesbank without the need for a reminder. This does not limit our right to claim further damages caused by default.

4. The customer is only entitled to offset or withhold payments if his counterclaims have been recognized or legally established. Deductions that are not expressly agreed upon or documented by credit notes are not permitted.

5. Unless otherwise agreed, the invoice amount for molds is to be paid net as follows: a) 50% upon order confirmation b) 50% after approval, regardless of this, but no later than 1 month after delivery of the standard samples.

6. Non-compliance with payment obligations in accordance with the agreed conditions or the discovery of other circumstances that are likely to reduce the buyer's creditworthiness entitle us to demand immediate payment of all claims against the buyer at any time. In addition, we are entitled to demand advance payments or security deposits for future deliveries or to withdraw from the contract.

1. The goods delivered by us (hereinafter: reserved goods) remain our property until all claims arising from the business relationship with the customer have been paid in full. In the case of current invoices, the reserved ownership applies to secure our balance claims (current account reservation).

2. Any treatment or processing of the reserved goods is always carried out for us as the manufacturer, but without any obligations for us. If the reserved goods are processed, combined, mixed or mixed with other goods that do not belong to us, we are entitled to co-ownership of the new item in the ratio of the invoice value of the reserved goods to the sum of the invoice value of all other goods at the time of processing , connection, mixing or mingling. If the customer acquires sole ownership of the item, the contractual partners agree that the customer grants us co-ownership of the new item in proportion to the invoice value of the processed, combined, mixed or mixed reserved goods and stores it for us free of charge.

3. The customer is entitled to resell the reserved goods in normal business sales; However, he is not permitted to pledge or assign as security. The customer is obliged to secure our rights when reselling reserved goods on credit.

4. The customer hereby assigns his claims from the resale of the reserved goods to us along with all ancillary rights. Regardless of the assignment and our right of inclusion, the customer remains entitled to collection as long as he fulfills his obligations to us and does not experience financial collapse. At our request, he is obliged to notify the debtors of the assignment and to give us the information necessary to assert our rights and to hand over the necessary documents. If the reserved goods are resold together with other goods - regardless of whether without or after processing, combining, mixing or blending[!] - the advance assignment agreed above only applies to the amount of the invoice value of our reserved goods.

5. The customer must inform us immediately about third-party enforcement measures against the reserved goods or against the claims assigned in advance and hand over the documents necessary for an intervention. Any resulting intervention costs will be borne by the customer.

6. The customer is obliged to adequately insure the reserved goods at his own expense.

7. If the value of the security we hold exceeds our total claims by more than 20%, we are obliged to release security of our choice at the purchaser's request.

1. Complaints by the buyer must be made in writing immediately, but at the latest within 10 days of receipt of the shipment. Defects that cannot be discovered within the deadline even after careful inspection must be reported to us in writing immediately after discovery, but at the latest within 5 months of receipt of the goods. Any further treatment or processing of our goods must be stopped and we must be given the opportunity to inspect the defect complained about.

2. If the delivery item is defective or lacks guaranteed properties, the purchaser is limited to repairs instead of the right to change or price reduction. If this is not possible or reasonable, you will be entitled to a free replacement of the goods. The purchaser must give us sufficient time and opportunity to remedy the defect. If we do not fulfill our obligation to deliver defect-free goods, the customer has the right to withdraw from the contract - to the exclusion of all other claims - provided that he has previously given us a reasonable grace period. The same applies if an attempt at repair has failed or if repair and replacement delivery are impossible. Further claims by the customer, in particular for damages and compensation for consequential damages, are excluded unless we are guilty of intent or our legal representatives and senior employees are guilty of gross negligence. We are not liable under any circumstances for slight negligence. This does not apply if the assurance was expressly intended to protect the customer against damage of the type that occurred. Any liability on our part is limited to the benefits of our product liability insurance. This does not apply if the contract is not a commercial transaction for the purchaser within the meaning of Section 343 of the German Commercial Code (HGB).

3. Unless expressly agreed otherwise, our information on the delivery and service item (e.g. technical, chemical or physical properties, dimensions, weights, hardness) only represent descriptions or labels and not guaranteed properties. The guarantee is only valid within the framework the relevant DIN standards have been adopted. Advice provided by us is non-binding and does not exempt the purchaser from checking the products for their suitability for the intended purpose. All order processing is carried out in accordance with our quality management manual. The incoming goods inspection is limited to an identity check, also in accordance with QMH.

4. We are liable for replacement deliveries and repairs to the same extent as for the original delivery item. The respective statutory limitation periods apply.

If and to the extent that the above conditions do not contain any special provisions, the customer's claim for damages, regardless of the legal reason (e.g. due to non-performance, impossibility, delay, positive breach of contract, breach of obligations during contract negotiations, tort, failure or poor performance of the repair), is excluded. unless we are guilty of intent or of gross negligence on the part of our legal representatives or senior employees. Any liability is excluded for damages caused by slight negligence. In these cases, the customer has the right to withdraw from the contract - to the exclusion of all other claims. This exclusion of liability also applies to the personal liability of our legal representatives, employees and other vicarious agents.

1. We reserve the ownership and copyright to drawings, drafts and other documents. They may only be passed on to third parties with our consent. Documents belonging to offers must always be returned to us if the order is not placed with us.

2. If we produce items based on the purchaser's drawings, samples or other documents, the purchaser guarantees that this does not infringe the intellectual property rights of third parties. If third parties prohibit us from producing and delivering such items based on intellectual property rights, we are entitled - without being obliged to examine the legal situation - to stop any further activity and to demand compensation. The purchaser must immediately release us from all third-party claims asserted in this context.

The seller's technical application advice, verbally, in writing and through tests, is provided to the best of his knowledge, but is only considered a non-binding reference, including with regard to any third-party intellectual property rights, and does not exempt the buyer from examining the products delivered by the seller for their suitability the intended procedures and purposes. The application, use and processing of the products are beyond the control of the seller and are therefore the sole responsibility of the buyer.

1. Place of performance and jurisdiction for all claims arising from business relationships with merchants within the meaning of commercial law is Berlin. However, we are entitled, at our discretion, to file a lawsuit at the customer's registered office.

2. The contractual relationship is subject to the law of the Federal Republic of Germany, excluding the conflict of laws. The application of the Hague Uniform Sales Law and the uniform UN Sales Convention is excluded.

3. In the event that individual conditions become invalid due to different legal regulations or case law, it is agreed that this does not affect the legal validity of the above sales and delivery conditions in their entirety.