Terms & conditions
Terms and Conditions
Effective: 06/2024
Part A: Terms and Conditions for Consumers
Part B: Delivery and Order Conditions for Businesses
Part A: Terms and Conditions for Consumers
1. SCOPE
The following terms and conditions apply to all orders placed by consumers through our online shop.
A consumer is any natural person who enters into a legal transaction for purposes that predominantly are outside their trade, business, or profession. An entrepreneur is a natural or legal person or a legal partnership that acts in the exercise of their trade, business, or profession when concluding a legal transaction.
2. CONTRACT PARTIES, CONTRACT CONCLUSION, CORRECTION OPTIONS
The purchase contract is concluded with Wetec Werkzeughandel und technischer Bedarf GmbH & Co. KG.
The presentation of the products in the online shop does not constitute a legally binding offer but a non-binding online catalog. You can initially place our products in the shopping cart without obligation and correct your entries at any time before submitting your binding order by using the correction aids provided and explained during the order process. By clicking the order button, you submit a binding offer for the goods contained in the shopping cart. Confirmation of receipt of your order is sent by email immediately after the order is submitted.
We accept your offer within two days by
- sending a declaration of acceptance in a separate email or
- delivering the goods or
- initiating the payment transaction by our service provider or the selected payment service provider.
The time of the payment transaction depends on the selected payment method (see under “Payment”).
The relevant alternative for you depends on which of the listed events occurs first.
3. CONTRACT LANGUAGE, CONTRACT TEXT STORAGE
The language(s) available for concluding the contract: German
We store the contract text and send you the order data and our terms and conditions in text form. You can view the contract text in our customer login.
4. DELIVERY CONDITIONS
Additional to the stated product prices, shipping costs may apply. More details on the possible shipping costs can be found with the offers.
You generally have the option to collect your order from Wetec Werkzeughandel und technischer Bedarf GmbH & Co. KG, Dönges-Straße 1, 42929 Wermelskirchen, Germany during the following business hours: 09:00-15:00 (by appointment).
5. PAYMENT
The following payment methods are available in our shop:
Advance payment
If you choose advance payment, we will provide our bank details in a separate email and deliver the goods after payment is received.
Credit card
When you place your order, you provide your credit card details. Your card will be charged immediately after you place your order.
PayPal
To pay the invoice amount via the payment service provider PayPal (Europe) S.à r.l. et Cie, S.C.A, 22-24 Boulevard Royal, L-2449 Luxembourg (“PayPal”), you must be registered with PayPal, identify yourself with your login details, and confirm the payment order. The payment transaction is carried out by PayPal immediately after placing the order. Further instructions are provided during the order process.
6. RETENTION OF TITLE
The goods remain our property until full payment is made.
7. TRANSPORT DAMAGE
If goods are delivered with obvious transport damage, please report such defects to the deliverer as soon as possible and contact us immediately. Failure to make a complaint or contact us has no consequences for your legal claims and their enforcement, particularly your warranty rights. However, you help us assert our own claims against the carrier or transport insurance.
8. WARRANTY AND GUARANTEES
Statutory liability for defects applies. Information on any additional warranties that may apply and their exact conditions can be found with the product and on special information pages in the online shop.
9. LIABILITY
We are always fully liable for claims due to damages caused by us, our legal representatives, or agents
- in the event of injury to life, body, or health,
- in case of intentional or grossly negligent breach of duty,
- in the case of warranty promises, if agreed, or
- if the scope of application of the Product Liability Act is opened.
In the event of a breach of essential contractual obligations, the fulfillment of which enables the proper execution of the contract in the first place and on whose compliance the contractual partner may regularly rely (cardinal obligations) due to slight negligence by us, our legal representatives, or agents, the liability is limited in amount to the damage foreseeable at the time of contract conclusion, which must typically be expected. Otherwise, claims for damages are excluded.
10. DISPUTE RESOLUTION
The European Commission provides a platform for online dispute resolution (OS), which you can find here [https://ec.europa.eu/consumers/odr/]. We are not obliged or willing to participate in a dispute resolution procedure before a consumer arbitration board.
Terms and conditions created with Trusted Shops [https://legal.trustedshops.com/] legal texts in cooperation with FÖHLISCH Rechtsanwälte [https://foehlisch.com].
Part B: Delivery and Order Conditions for Businesses
I. Applicable Conditions
1. The legal relationships for all deliveries and services by Dönges GmbH & Co. KG (supplier) to businesses (customer) are governed by these conditions and any other agreements.
2. Changes and additions must be made in writing. Other general terms and conditions do not apply even if they are not expressly contradicted in individual cases. These delivery and order conditions also apply to all future deliveries and services by the supplier to the customer, even if they are not expressly agreed again. They apply only to entrepreneurs within the meaning of § 14 BGB.
II. Order
1. The supplier's offers are non-binding and without obligation. Agreements on quality, as well as quality and durability guarantees, must be made in writing.
2. Unless otherwise specified, delivery is made uninsured at the customer's expense and risk to the reception or usage location named or to be named by the customer. The risk passes to the customer upon handover to the person designated to carry out the transport. This also applies in the case of a delivery obligation of the supplier.
3. In the case of delivery and shipment, the supplier is entitled to determine the means and route of transport. Deviating agreements must be made in writing.
III. Prices and Payment
1. All prices stated by the supplier are exclusive of statutory VAT (unless this is already shown). The costs for packaging, shipping, and insurance are not included in the prices and must be paid separately by the customer unless the supplier expressly confirms their inclusion in writing.
2. Payment is to be made, unless expressly agreed otherwise, within 10 calendar days of receipt of the invoice, net. This also applies in the case of acceptance of early deliveries. The supplier is entitled to demand delivery against payment at any time without stating reasons.
3. Payment is to be made, unless otherwise agreed, by transfer or check. Checks are accepted only on a conditional basis.
4. In the case of defective delivery, the customer is entitled to withhold payment proportionally until proper fulfillment.
5. The supplier is entitled, without the prior written consent of the customer, to assign its claims against the customer or to have them collected by third parties.
6. The customer is only entitled to offset counterclaims that have been legally established, are ready for decision, are undisputed by the supplier, or have been expressly acknowledged in writing by the supplier. A right of retention of the customer exists only in the cases mentioned in sentence 1.
7. The supplier's rights of retention and set-off are not subject to any restrictions. The legal regulations apply in this respect.
IV. Credit Check
Our company regularly checks your creditworthiness when entering into contracts and in certain cases where there is a legitimate interest. For this purpose, we work with Creditreform Solingen Kirschner GmbH & Co. KG, Kuller Str. 58, 42651 Solingen, from whom we obtain the necessary data. To this end, we transmit your name and contact details to Creditreform. Further information on data processing by Creditreform can be found in the detailed information sheet "Creditreform Information according to Art. 14 EU GDPR (see Annex 1) or at https://www.creditreform.de/solingen/datenschutz.
V. Confidentiality
1. The contracting parties undertake to treat all commercial and technical details that become known to them through the business relationship as trade secrets unless they are publicly known.
Drawings, models, templates, samples, and similar items may not be handed over or otherwise made accessible to unauthorized third parties. Reproduction of such items is permitted only within the framework of operational requirements and copyright regulations. These obligations continue to exist beyond the end of the supply relationship. Subcontractors are correspondingly obligated by the supplier.
2. The contracting parties may only advertise their business relationship with the prior written consent of the other party.
VI. Delivery Dates and Deadlines, Delivery Modalities
1. Agreed dates and deadlines are binding only if they are confirmed in writing by the supplier as binding.
2. A confirmed delivery date is subject to correct, complete, and timely self-delivery. In the event of final non-delivery by the supplier's contractor, both parties have the right to withdraw from the contract to that extent. The supplier's liability (Section XII) is excluded in the cases of sentences 1 and 2 only if the defective, delayed, or completely omitted self-delivery does not result from a breach of duty attributable to the supplier.
3. The decisive factor for compliance with the delivery date or deadline is, in the absence of any other written agreement, the timely provision of the goods for shipment in the case of a delivery obligation, for delivery in the case of a delivery obligation, and for collection in the case of a collection obligation and the corresponding notification to the customer.
4. The customer must accept goods delivered early. A reservation of return at the supplier's expense is not agreed and requires an express written agreement between the parties. If the customer stores the goods until the agreed delivery date, they bear the costs incurred. Storage is at their risk.
5. Partial deliveries are permitted as long as they do not result in unreasonable disadvantages for the customer.
VII. Delay in Delivery, Damages for Delay
1. In the event of a delay in delivery, the customer's claim for damages in the case of simple negligence is limited to the foreseeable damage typical for the contract. In all other respects, the provisions of Section XII on liability for delay apply.
2. If the customer is in default of acceptance and the supplier has set the customer a reasonable deadline for acceptance of the goods that has expired without result, or if the customer has seriously and definitively refused acceptance, the supplier is entitled to withdraw from the concluded contract and claim damages. The customer's claim for damages amounts to a flat rate of 10% of the net price for the goods not accepted unless the customer is not responsible for the breach of duty. The customer is entitled to prove to the supplier that a lower amount of damage has been incurred or no damage has been incurred at all. In this case, the claim for damages is reduced accordingly or eliminated altogether. The supplier's right to calculate the damage specifically and to assert a claim for damages exceeding the flat rate remains unaffected.
VIII. Force Majeure
Force majeure, labor disputes, unrest, official measures, and other unforeseeable, unavoidable, and serious events release the contracting parties from their performance obligations for the duration of the disruption and to the extent of their effect. This also applies if these events occur at a time when the affected contracting party is in default. The contracting parties are obliged to provide the necessary information without delay within the scope of what is reasonable and to adapt their obligations to the changed circumstances in good faith.
IX. Quality and Documentation
Changes to the delivered item do not require the prior written consent of the customer, as long as they are desired by the customer or are appropriate to the state of the art.
X. Defects, Notification of Defects and Deadlines
1. The provisions of § 377 HGB apply without restriction to the inspection duties of the customer. The supplier does not assume the incoming goods inspection of the customer by its outgoing goods inspection. It also does not assume any other obligations of the customer under § 377 HGB.
2. The customer will report transport-related defects and discrepancies in the accompanying documents, as well as all other defects, as far as they are evident, within three working days of delivery. The complaint period for defects that become apparent during a proper inspection is six working days from delivery; for hidden defects, it is six working days from discovery.
3. The goods delivered by the supplier are free from material defects if their characteristics are within the generally recognized and manufacturing-related tolerances.
XI. Defect Rights
1. If the goods prove to be defective, the customer may, if the respective legal requirements are met and unless otherwise agreed, demand the following (Section X remains unaffected):
a) The supplier chooses between rectification and replacement at its reasonable discretion. Rectification and replacement are always carried out as a gesture of goodwill and without acknowledgment of a legal obligation.
b) If the customer exercises the right of choice, the customer's claim for subsequent performance is limited to the chosen option of subsequent performance until it proves to be unfeasible or the supplier refuses to carry out subsequent performance by the chosen option. The buyer's right to demand a reduction, withdrawal, or damages under the legal conditions in the event of failed subsequent performance remains unaffected.
c) In the event of a culpable breach of duty beyond the delivery of defective goods (e.g., in the case of a duty to inform, advise, or inspect), the customer may claim compensation for the resulting consequential damage, as well as for the consequential damage reimbursed to its customer in accordance with the law, under Section XII. Consequential damage is the damage the customer suffers to other legal assets than the goods themselves due to the delivery of defective goods.
d) If the customer asserts claims for damages due to a defect, the provisions of Section XII apply in addition to this section.
2. The regulations on the entrepreneur's right of recourse under § 478 BGB remain unaffected by the regulation under clause 1.
3. The customer must make the parts to be replaced available to the supplier at the supplier's request and at the supplier's expense without delay.
4. Defect claims do not arise if the error is due to the violation of operating, maintenance, and installation instructions, unsuitable or improper use, faulty or negligent handling, and natural wear and tear, as well as improper interventions in the delivered item by the customer or third parties.
5. The customer's defect rights expire
- in four years, if the purchased item is incorporated into a building or an object that has been used for a building according to its usual use and has caused its defectiveness,
- otherwise, at the end of 12 months.
6. Clause 5 does not affect the limitation of recourse claims under § 479 BGB. Otherwise, the statutory provisions apply to the limitation, particularly regarding the start of the limitation period. The regulation in Section XI clause 1a sentence 2 remains unaffected.
7. In the case of defective deliveries, the customer's claims under the Product Liability Act, tort, and management without mandate remain unaffected by this Section XI. Quality and durability guarantees must be explicitly designated in writing as such.
XII. Liability
1. A liability obligation of the supplier for damages generally requires a fault on the part of the supplier or an attributable fault with regard to the damage caused by the supplier. The limitation regulation of § 438 BGB also applies to the compensation for damages that occur due to the defect in another legal asset (e.g., property, body, etc.) of the customer or a third party, provided § 438 BGB generally applies to the contract. Section XI.5 and XI.6 sentences 1 and 2 apply accordingly. The following clauses of this section must be observed regarding liability in terms of scope and amount.
2. The supplier is liable for culpably caused personal injuries without limitation. Otherwise, it is liable for damages only in cases of intentional or grossly negligent breach of duty by itself, its legal representatives, and the persons it uses to fulfill its obligations. In cases of slight negligence by the aforementioned persons, the supplier is liable for damages only if the breach of duty is a violation of essential contractual obligations. An essential contractual obligation in the aforementioned sense is one whose fulfillment enables the proper execution of the contract in the first place and on whose compliance the contractual partner regularly relies and may rely. In the case of slight negligence, liability is limited to the typical foreseeable damage for the contract.
3. If the customer is held liable to third parties under non-waivable statutory provisions, the supplier is only liable to the customer to the extent that it is liable to the customer under the statutory provisions, taking into account these terms of sale.
For the compensation between the customer and supplier, the principles of § 254 BGB apply accordingly. This also applies in the event of direct claims against the supplier.
4. The obligation to pay compensation is excluded if the customer has effectively limited its liability towards its buyer. The customer will endeavor to agree on liability limitations in favor of the supplier to the extent legally permissible.
5. The customer's claims are excluded to the extent that the damage is due to violations of operating, maintenance, and installation instructions, unsuitable or improper use, faulty or negligent handling, natural wear and tear, or faulty repair attributable to the customer.
6. If the customer intends to hold the supplier liable according to the above regulations, the customer must inform and consult with the supplier promptly and comprehensively. The customer must give the supplier the opportunity to investigate the damage case. The parties will coordinate the necessary measures, particularly in settlement negotiations.
7. The limitations and exclusions of liability under clauses 1 to 6 of this section apply to the same extent in favor of the supplier's legal representatives, senior and non-senior employees, and other vicarious agents and subcontractors.
XIII. Intellectual Property Rights
1. The supplier is liable for claims arising from the contractual use of the delivered items that result from the infringement of intellectual property rights and applications (intellectual property rights) only within the scope of the statutory provisions, taking into account the liability regulations in these terms of sale (Section XII).
2. The supplier does not indemnify the customer and its buyers against all claims arising from the use of such intellectual property rights unless it is liable under clause 1.
3. The supplier is not liable, particularly if it has manufactured the delivered items according to drawings, models, or equivalent descriptions or information provided by the customer and does not know or must not know in connection with the products developed by it that this infringes intellectual property rights.
4. The contracting parties undertake to inform each other immediately of any risks of infringement and alleged cases of infringement that become known and to give each other the opportunity to counteract such claims by mutual agreement.
5. The customer will inform the supplier upon request of the use of its own and licensed intellectual property rights and applications for the delivered item.
6. If the supplier is liable under clauses 1 to 5 and unless otherwise expressly agreed in writing, the supplier is only liable for the infringement of intellectual property rights protected in Germany.
XIV. Contractual Penalties, Liquidated Damages
Regardless of the type of damage (defect claims, damages instead of or in addition to performance, product liability, etc.), the customer must calculate the damage incurred concretely. The calculation of the claim for damages on a flat-rate basis is excluded, and contractual penalties are not agreed upon between the parties. The agreement of liquidated damages and contractual penalties can only be made on an individual contractual basis and must be in writing.
XV. Retention of Title
1. The supplier delivers to the customer only on the basis of the retention of title described below. This also applies to all future deliveries, even if the supplier does not expressly refer to this each time.
2. The delivered items remain the property of the supplier until all claims from the business relationship, including incidental costs (discount charges, refinancing or reversal exchange interest, etc.), have been paid in full. The reserved goods may only be passed on in the ordinary course of business.
3. By processing these goods, the customer does not acquire ownership of the fully or partially manufactured items; processing is carried out free of charge exclusively for the supplier. If the retention of title should nevertheless lapse due to any circumstances, the supplier and the customer already agree that ownership of the items will pass to the supplier upon processing, who accepts the transfer. The customer remains the gratuitous custodian.
When processing with items still in third-party ownership, the supplier acquires co-ownership of the new items. The extent of this co-ownership results from the proportion of the invoice value of the goods delivered by us to the invoice value of the other items.
4. The customer hereby assigns the claim from a contract for the passing on of the reserved goods (usually but not exclusively the purchase price claim) including VAT to the supplier, even if the goods are processed. The supplier hereby accepts the assignment. If the customer receives such a claim by payment to its bank account, it assigns its claim against the bank to the supplier, who hereby accepts the assignment.
If the processing product contains only items belonging to the customer or delivered under the so-called simple retention of title, the customer assigns the entire purchase price claim to the supplier. Otherwise, i.e., in the case of a joint assignment to several suppliers, the supplier is entitled to a fraction of the claim corresponding to the proportion of the invoice value of its reserved goods to the invoice value of the other processed items.
5. The supplier undertakes to release the securities to which it is entitled under the above conditions at the request of the customer, at the supplier's discretion, to the extent that the realizable value of the securities exceeds the claims to be secured by more than 10%.
6. As long as ownership has not yet been transferred to the customer, the customer undertakes to handle the ordered goods with care. In particular, the customer is obliged to insure them at its own expense against theft, fire, breakage, and water damage at new value. The supplier is entitled to take out this insurance at the customer's expense. If maintenance and inspection work must be carried out, the customer must carry it out at its own expense in good time. As long as ownership has not yet been transferred, the customer must notify the supplier immediately in writing if the delivered item is seized or subject to other interventions by third parties.
7. The customer is not entitled to pledge or transfer ownership of the delivered item as security during the retention of title.
XVI. General Provisions
1. If a contracting party ceases payments or if insolvency proceedings are initiated over its assets or an out-of-court settlement procedure is applied for, the other party is entitled to withdraw from the contract for the unfulfilled part.
2. Should any provision of these conditions and any further agreements be or become invalid, this shall not affect the validity of the contract in other respects. The contracting parties are obliged to replace the invalid provision with a regulation that comes as close as possible to the economic success.
3. The law of the Federal Republic of Germany applies exclusively, to the exclusion of the UN Sales Convention (CISG).
4. The place of performance is determined by the statutory provisions. Deviating agreements can only be made on an individual contractual basis and must be in writing.
5. The place of jurisdiction for all legal proceedings is the registered office of Dönges GmbH & Co. KG, provided the customer is a merchant, a legal entity under public law, or a special fund under public law. The supplier has the right to sue the customer at its general place of jurisdiction or any other opened jurisdiction.