Terms and Conditions
WWS Drahtspeichen GmbH
The WWS Drahtspeichen GmbH will hereafter be referred to as WWS.
1. Exclusive Applicability
1.1 Our Terms and Conditions outlined hereafter shall be exclusively valid; we reject in advance any other contrary conditions or conditions of our contractual partners that deviate from our conditions we already currently reject, unless these have been explicitly accepted by us. This also applies in cases of repeat business instances or of an on-going contract or section specification; we will not need to issue a new rejection upon each reoccurrence.
1.2 The precedence of any individual agreements remains unaffected by this protective clause.
2. Offers Subject to Change
2.1 All offers by WWS (regardless of content) before they are supported by a contract are subject to change. Where an offer by WWS is described as binding this shall apply for a period of one week, unless there explicitly different settlement is made.
2.2 This provision applies to all contracts, regardless of whether concluded with a client of or contractor to WWS.
3. Written Form
Every legal declaration made by WWS as well as all changes or additions to these Terms and Conditions must be made in written form in order to take legal effect. This shall also apply to the renouncement of the requirement for the written form itself.
4. Offsetting Opportunities
Offsetting or settlement of the contracting partner against demands from WWS will settle or offset claims by the other contracting party only if they are found to be undisputed or legally legitimate.
5. Reservation of Property Rights
5.1 WWS maintains ownership of the goods delivered until complete fulfilment of all reasonable demands arising from the contract between the parties, including all incidental demands; in the case of financial demands the material date is that of the final receipt of payment in the WWS account.
5.2 The Reservation of Property Rights also covers the parts manufactured in this process. In the case of processing, compounding or mixing of WWS goods with other objects WWS joint property rights also cover the new object depending on the value of the goods owned by WWS to that of the remaining associated/mixed materials. Transfer of ownership thereby shall be replaced if the purchaser stores these products for WWS free of charge with the degree of care that can be expected of a reputable salesman.
5.3 The purchaser shall give WWS in advance all claims to the value of the (further) sale of goods supplied by WWS (regardless of whether agreed in advance or not) to which WWS has a right to, in the case of processing/mixing to the value of the proportional part; WWS shall assume the advance assignment. This clause serves to protect all of WWS’s claims, incl. secondary claims, against the purchaser. In the case of current account the Reservation of Property Rights serves to protect the respective payment claims.
5.4 In advance, WWS hereby commits to release its available securities on demand by the purchaser where the value of the claims to be secured (including secondary claims) is exceeded by more than 20%
6. Complaints and Problems with Quality
Should parts supplied or services performed by WWS prove defective and these be recognisable by the purchaser during the course of the customary inspection of goods, then the purchaser - other than in circumstances of imminent danger - is responsible for availing to his/her rights under warranty, to report the defect under Section 377 of the Commercial Code and to give WWS the opportunity to make good and/or alleviate the financial consequences of said defects (e.g. to absorb repair costs) within an appropriate period of notice before taking the matter further. Otherwise, Section 377 of the Commercial Code applies.
7. Court of Jurisdiction
7.1 Exclusive court of jurisdiction for all disputes between the contracting parties is the court where WWS has its registered office at the time of commencement of any proceedings, where the contracting partner is a company, public-legal body or public-legal special asset as stated in Section 310 of the German Civil Code. WWS is entitled to open proceedings against the other contracting party in the latter’s court of jurisdiction should WWS choose to do so.
7.2 Regardless of the legal nature of the other contracting party, WWS may raise a complaint at its place of registration if the address of domicile of the other contracting party cannot be established despite appropriate enquiries through freely available channels, or if the latter has moved its permanent registered offices abroad.
8. Choice of Law
German Law shall apply.