2.
General terms and conditions of business
- Validity of the terms and conditions of Wendel Kompressoren GmbH, hereinafter referred to as Wendel, applicable law, dispute resolution.
- Purchasing and order conditions
- General conditions of service
- Warranty conditions
- Validity of the terms and conditions of Wendel Kompressoren GmbH, hereinafter referred to as Wendel, applicable law, dispute resolution
1.1. These General Terms and Conditions Parts A – D always and exclusively apply to the contractual relationship between Wendel and its business partners. The provisions of Parts A and B apply if Wendel acts as the buyer and the business partner acts as the seller. In addition, the provisions of Parts A and C apply if Wendel acts as a service provider and the business partner acts as a service recipient or customer.
The terms and conditions of Wendel's business partners do not apply even if they have not been expressly contradicted in individual cases.
1.2.
The place of jurisdiction is Aachen. German law applies exclusively, excluding the UN Convention on Contracts for the International Sale of Goods and other uniform laws.
The EU Commission provides a platform for dispute resolution in the event of a transaction in online trading. This is available at the following link: Online Dispute Resolution
Note: http://ec.europa.eu/consumers/odr/
2. Purchasing and order conditions
2.1.
In addition to the legal provisions and the above-mentioned terms and conditions part A, the following payment conditions apply.
2.1.01.
If the invoice is received by the 10th of a month, Wendel will pay net on the 20th of the month or the 10th of the month after next.
2.1.02.
If the invoice is received from the 11th to the 20th of the month, Wendel will pay net on the 30th of the month or the 20th of the month after next.
2.1.03.
If the invoice is received from the 21st to the last day of the month, Wendel will pay net on the 10th of the next month or on the 30th of the month after next.
2.2.
If goods from deliveries from the contractual partner arrive prematurely, the invoice will be valued at the delivery date contractually agreed with Wendel. The value date is considered the invoice receipt date.
2.3.
In the event of defective goods or services or a partial delivery by the contractual partner that is in breach of contract, the invoice will be valued as of the date on which the defect was free or the delivery was complete. The value date is considered the invoice receipt date.
2.4.
Our contractual partner must provide warranty and compensation to the extent permitted by law and for the statutory duration.
2.5.
When purchasing energy services, products or facilities, energy efficiency and improved environmental performance are a key decision factor for BOGE.
This means that energy services, products or facilities are always preferred, other things being equal, provided their energy efficiency and environmental impact can be better assessed within their life cycle.
3. General conditions of service
3.1.01.
The written order confirmation from Wendel in conjunction with the list of services prepared by Wendel, if applicable, is decisive for the content of the respective contract. Oral agreements in connection with the conclusion of contracts that are made with Wendel employees who are not authorized to represent them also require written confirmation from Wendel to be effective.
3.1.02.
Property information that relates to Wendel's products and services can only be attributed to Wendel if this information
– come from Wendel or are made on the express order of Wendel or
– are expressly authorized by Wendel or
– are public statements and Wendel knew or should have known this information for four weeks and has not distanced himself from it.
Wendel's assistants within the meaning of Section 434 Paragraph 1 of the German Civil Code (BGB) do not include authorized dealers and customers of Wendel who act as resellers.
3.1.03.
Property information attributable to Wendel, which includes measurable values, is to be understood with a tolerance of ± 3%.
Exceeding the tolerance of ± 3% does not automatically lead to the assumption of a defect.
3.1.04.
a.] Due to the considerable handling effort required for each individual order, Wendel only accepts orders if minimum order values are reached.
b.] The minimum order values are €100.00 plus sales tax
3.2.
Permanent rights/copyright
3.2.01.
The drafts, models, installation plans, scheduling and other drawings, text templates, etc. created by Wendel. remain the intellectual property of Wendel, even if the customer has paid compensation for the work.
Wendel reserves the right to exploit these objects and the intellectual achievements embodied in them.
3.2.02.
Wendel is entitled to attach its own company and trademarks. The customer is prohibited from removing such signs installed by Wendel.
3.2.03.
The customer is responsible to Wendel for ensuring that the templates, drafts, plans, texts, trademarks, etc. provided by him. may be lawfully utilized.
3.2.04.
Wendel has sole copyright to the control software and other software that is delivered with the systems.
Only the simple right to use the software is transferred, in the form that the software may only be used to operate the individual system covered by the contract.
3.2.05.
Any reproduction or other use of the software is unlawful.
3.2.06.
Decompiling the software is not permitted. If the customer requires interface information, Wendel will disclose the software interfaces upon request. Only if Wendel does not comply with this request within a reasonable period of time will the customer be permitted to decompile the software parts necessary for this analysis for the purpose of interface analysis. A period of two weeks is considered appropriate.
3.2.07.
With regard to the use and licensing of so-called third-party software, the license terms of the respective software manufacturer apply exclusively, compliance with which the customer is responsible for ensuring.
3.3. Shipping/transfer of risk
3.3.01.
Wendel reserves the right to choose the shipping method unless a specific shipping method has been expressly agreed upon.
3.3.02.
If the goods leave Wendel's operations or warehouse, the purchaser assumes all risk. The delivery will only be insured at the customer's request and then at his expense.
3.3.03.
In accordance with the agreement, the risk is transferred to the purchaser when the goods are handed over to the transporter, when the goods are notified that they are ready for dispatch or when they are made available on the agreed delivery date.
3.4. Delivery time/approvals/deadlines for repairs and the like
4/3/01.
Any agreed delivery times apply ex works in Herzogenrath, unless expressly agreed otherwise.
Such delivery periods begin at the time specified in the order confirmation, but at the earliest when the documents, approvals, call-offs and shipping addresses to be obtained by the customer are available, all details of the order have been clarified and the customer has made agreed down payments or securities.
If a delivery period has been agreed, this is extended by the time that the customer is in arrears with the provision of documents, approvals, shipping addresses, notifications, down payments or securities plus 2 working days.
If a delivery date has been agreed, this will be postponed by the time that the customer is in arrears with the provision of documents, approvals, shipping addresses, notifications, down payments or securities plus 2 working days.
A corresponding postponement of delivery dates or extension of delivery times also takes place if the requirements for the services to be provided by Wendel, which the customer has to provide himself or through third parties, are not met in time.
3.4.02.
If approvals to be provided by Wendel, which are a prerequisite for a legal delivery, are delayed or not granted at all for reasons for which Wendel is not responsible, Wendel is not liable for this.
3.4.03.
If the customer requests changes to the order after order confirmation, the delivery period only begins when the change is confirmed by Wendel. An agreed delivery date will be postponed accordingly.
3.4.04.
The performance period is extended appropriately if unforeseen obstacles occur that Wendel cannot avert despite reasonable care given the circumstances of the case, e.g. a total or partial failure of subcontractors for which Wendel is not responsible.
4/3/05.
In cases where standard components cannot be used in the context of repairs, warranty work, subsequent deliveries and the like because, as agreed, the system in question is a custom-made product or because special components were installed, the corresponding service time granted to Wendel is extended by Time that is necessary to procure the corresponding components if the order is placed on time.
4/3/06.
A claim for damages instead of performance or for damages due to delay is excluded in the cases of section C.4.04 if Wendel has immediately informed the customer of the obstacles to performance.
4/3/07.
The same applies to fixed transactions.
4/3/08.
Any compensation to be paid by Wendel due to delay is limited to the foreseeable damage caused at least by gross negligence and typical for the contract.
3.5. Partial deliveries/excess and short quantities
3.5.01.
When delivering uncountable goods, Wendel is entitled to deliver up to 10% more or less without this being considered a breach of duty. Partial deliveries are also permitted if the customer has not objected to them or the customer's interests are not affected, no further costs arise and a partial delivery can be used by the customer.
3.5.02.
If Wendel makes use of the right of partial delivery or short delivery or excess delivery, payments cannot be withheld by the customer for this reason.
3.6. Prices
3.6.01.
Unless otherwise agreed, the prices are ex works or ex warehouse, excluding packaging.
3.6.02.
As far as packaging is required, Wendel packs in accordance with the existing regulations and proceeds in accordance with Section 4 VerpackV.
3.6.03.
The prices, the same applies to costs, are exclusive of the applicable sales tax.
3.6.04.
If the cost factors change after the order confirmation, in particular the prices for raw or auxiliary materials as well as wages and transport costs, Wendel can adjust the prices accordingly if there is a period of time longer than 4 months between order confirmation and delivery.
3.7. Payment terms
3.7.01.
The provisions of the Sales Tax Act apply to advance payments.
3.7.02.
Unless otherwise agreed, payments are due immediately.
3.7.03.
Payments to be made to Wendel are due no later than 10 days after the invoice date. If this date is exceeded, the debtor will be in default of payment.
3.7.04.
If the customer defaults on payment, Wendel can charge default interest of 9 percentage points above the applicable base interest rate. The proof and assertion of any damage beyond this remains unaffected.
3.7.05.
The place of fulfillment for payments is Wendel’s place of business.
3.7.06.
The customer can only offset undisputed or legally established claims.
3.7.07.
The customer has no right of retention, except in cases of C.7.06.
The rights in accordance with Section 320 of the German Civil Code (BGB) remain intact as long as and to the extent that BOGE has not fulfilled its warranty obligations.
7/3/08.
If Wendel accepts checks for payment, this is only for the sake of fulfillment.
7/3/09.
Payment by bill of exchange is excluded; Wendel does not accept bills of exchange for payment. If Wendel accepts bills of exchange due to a special agreement to the contrary, this will only be done as a service for the sake of fulfillment.
3.7.10.
Bills of exchange accepted in exceptional cases must be eligible for discount. Discount charges and other costs are borne by the purchaser and are due immediately upon invoicing without deductions.
3.7.11.
In the case of exceptionally agreed settlement by means of a bill of exchange, Wendel can, without this having to be agreed separately, demand immediate payment of all outstanding delivery claims, including those that are not yet due, but are otherwise unobjectionable, if invoiced discount charges are not paid within 8 days, bills of exchange received from our bank not discounted, discounted bills of exchange are charged back or a bill of exchange is not honored.
The same applies if a customer's check is not cashed or if the customer defaults on an installment when paying in installments.
3.7.12.
If the customer experiences a significant deterioration in his financial situation after the conclusion of the contract - should a declaration of intent from the customer be required to conclude the contract, after Wendel's last declaration of intent regarding the conclusion of the contract - if, for example, bills of exchange and/or checks are protested, Wendel can be responsible for this all services and deliveries still to be carried out from contracts arising from the same legal relationship (§ 273 BGB) require advance payment or security at Wendel's discretion. If the customer does not comply with this request, Wendel can withdraw from these contracts or, after setting a deadline, demand compensation instead of performance, without special proof, 25% of the unexecuted order amount, unless the customer can prove that the damage was less.
Only if, in exceptional cases, there is unusually high damage in an individual case, Wendel can demand compensation for damage that exceeds the flat rate.
3.8. Obligation to investigate and report complaints
8/3/01.
Wendel's deliveries, including drawings, execution plans, project planning proposals, etc., must be checked by the customer immediately upon handover for their usability and correctness.
8/3/02.
Obvious defects must be reported to Wendel in writing immediately, but at the latest within 6 days of arrival at the destination, with precise details of the specific complaints.
3.8.03.
If the goods are delivered directly to third parties, the complaint period is extended to 14 days.
8/3/04.
The customer must also report hidden defects in writing immediately after discovery.
8/3/05.
The conditions of the guarantee conditions apply to Wendel sales partners.
8/3/06.
If the contractual partner does not comply with these obligations listed under C.8.01 to C.8.05, any warranty claims are excluded. This does not apply to cases of damage resulting from injury to life, body or health that are based on an intentional or negligent breach of duty by Wendel or a legal representative or vicarious agent of Wendel. It also does not apply if any other damage is due to intent or gross negligence.
3.9. Warranty
The following warranty limitations do not apply to damages resulting from injury to life, body or health that are based on an intentional or negligent breach of duty by Wendel or one of our legal representatives or vicarious agents. They also do not apply if any other damage is due to intent or gross negligence on the part of Wendel or a vicarious agent.
3.9.01.
The warranty period is 24 months. Any liability and warranty is excluded for insignificant breaches of duty and insignificant defects. In the event that the customer has a right to subsequent performance, Wendel decides whether the subsequent performance takes place by eliminating the defect or by delivering a defect-free item.
3.9.02.
Work on items delivered by Wendel or other services provided by Wendel is only considered work to eliminate defects or make improvements,
- The defect has been expressly acknowledged by Wendel
- Notices of defects have been proven
- these proven complaints of defects are justified.
Without these requirements, such work is to be viewed as a special service.
The invoicing costs of Wendel’s warranty conditions are binding for the work and services to be provided.
3.9.03.
In other respects, repairs or replacement deliveries will also be provided by Wendel as special services if they are not expressly made in recognition of a legal obligation.
3.9.04.
If the warranty period is suspended or interrupted by work carried out by Wendel or replacement deliveries, such suspension or interruption only extends to the functional unit affected by the replacement delivery or repair.
3.9.05.
The purchaser must give Wendel the necessary time and opportunity to carry out repairs and replacement deliveries that are owed as a guarantee. Only in urgent cases of endangering operational safety and to prevent disproportionately large damage, whereby Wendel must be informed immediately, or if Wendel is in default in remedying a defect, does the purchaser have the right to remedy the defect himself or through a third party Wendel to demand reimbursement of the necessary costs in accordance with the warranty conditions.
3.9.06.
To the extent that supplementary performance, to be carried out at one's discretion, has not resulted in the defect being remedied after a reasonable number of attempts to be assessed on a case-by-case basis, the customer is entitled to withdraw from the contract. At least three attempts at supplementary performance are reasonable. The number of reasonable attempts at supplementary performance, after which the customer has the right to withdraw, relates to the specific functional unit of the subject matter of the contract. Regardless of whether the same functional unit of the subject matter of the contract is always affected, the customer has the right to withdraw if the number of individual defects makes it unreasonable for the customer to stick to the contract.
9/3/07.
If Wendel has refused subsequent performance despite the customer's corresponding right to subsequent performance, the customer has the right to withdraw immediately.
9/3/08.
The same applies if Wendel has not carried out subsequent performance to which Wendel is entitled within a reasonable grace period to be set by the customer.
9/3/09.
The customer only has the right to reduce the price (reduction) if Wendel agrees to this.
3.9.10.
All further claims of the customer are excluded.
3.9.11.
No liability is assumed for damages for which Wendel is not responsible. This includes, for example, damage caused by the following reasons: unsuitable or improper use, incorrect assembly or commissioning by the customer or by third parties, natural wear and tear, incorrect or negligent treatment, unsuitable operating materials or replacement materials, defective construction work, unsuitable subsoil, chemical, electromagnetic, electrochemical or electrical influences, unless they are due to Wendel's fault.
3.9.12.
Wendel assumes no warranty for components provided by the customer.
The customer is solely responsible for the suitability and quality of such components, unless expressly agreed otherwise.
3.9.13.
Failure to comply with the operating and maintenance instructions by the customer will result in Wendel being released from liability and warranty if it causes damage.
3.9.14.
If the customer fails to follow the operating and maintenance instructions, it is assumed that any damage caused is due to this. The customer bears this
In this case, the burden of presentation and proof for the opposite lies.
3.9.15.
In the event that systems delivered by Wendel are set up or operated at a location that is outside the borders of the state in which the customer's branch or headquarters with which the relevant contract was concluded is located, the customer in particular is responsible for the additional costs not exclusively, to bear transport costs, travel costs and other expenses that arise as a result of any warranty measures to be provided by Wendel exceeding the borders of that country. This does not apply if a different delivery or destination has been agreed.
9/3/16.
The sales partner also provides technical customer support to its customers, including fulfilling its customers' warranty claims, be it through repairs or new delivery of any defective products and services. If Wendel is liable for defects due to which the sales partner provides corresponding services to its customers, Wendel will compensate for these services of the sales partner in accordance with the Wendel warranty conditions.
3.9.17.
For Wendel sales partners, the Wendel sales partner warranty conditions also apply with regard to the warranty.
3.10. damages
The liability limitations in these terms and conditions do not apply to damages resulting from injury to life, body or health and not to damages caused intentionally or through gross negligence by Wendel, a legal representative or a vicarious agent.
10/3/01
If Wendel is obliged to pay compensation in other cases, Wendel is only liable for direct damage to the delivery item itself in accordance with the following regulations.
10/3/02.
Liability for consequential damages resulting from breach of duty, including within the scope of a subsequent performance obligation, is excluded.
10/3/03.
The same applies to damages resulting from unlawful acts.
10/3/04.
In addition to the above regulations, Wendel is liable for damages that go beyond the damage caused to the delivery item itself, only in cases of intent and gross negligence as well as within the scope of the Product Liability Act and in the absence of expressly guaranteed properties, if this assurance was intended to do so To protect the customer against damage that did not occur on the delivery item itself.
10/3/05.
Wendel is only liable for contract-typical, reasonably foreseeable damage, unless there is a case of intent or gross negligence.
3.11. Call-off orders
3.11.01.
If on-call orders are not called within 4 weeks after the agreed call-off deadline has expired, Wendel is entitled to demand payment.
3.11.02.
The same applies to call-offs - orders without a specifically agreed call-off - deadline if 4 months have passed without a call-off since receipt of notification from Wendel about readiness for dispatch.
3.12. Storage/delay in acceptance
12/3/01.
If, in exceptional cases, a temporary storage of finished goods at Wendel is expressly agreed or storage becomes necessary due to delay in acceptance, Wendel is not liable for damage that occurs despite taking reasonable care.
12/3/02
Wendel is also not obliged to insure goods in storage.
3.12.03.
If acceptance is delayed, Wendel is entitled to store the goods at a commercial storage company at the risk and for the account of the customer.
12/3/04.
When stored at Wendel, Wendel can charge 0.5% of the invoice amount per month, but at least €50 and a further €30 per month for every second full cubic meter of goods.
12/3/05.
The two preceding paragraphs also apply in the event that shipping is delayed by more than 2 weeks beyond the indicated readiness for shipping at the purchaser's request.
12/3/06.
If the customer does not accept the ordered goods despite setting a deadline, Wendel is entitled, regardless of proof of actual damage, to demand 25% of the agreed price as a flat rate compensation, unless the customer can prove that the damage was less.
3.13. Retention of title
3.13.01.
All deliveries from Wendel are subject to retention of title.
3.13.02.
This reservation, together with the following extension, applies until all claims arising from the business relationship with the customer have been paid until complete release from contingent liabilities that Wendel has entered into in the interests of the customer and which are in connection with the delivery.
3.13.03.
Pledging the delivered items is not permitted.
3.13.04.
Wendel is entitled to demand the return of its reserved goods for good cause, in particular in the event of late payment, against deduction of the proceeds from the sale. This request does not constitute a withdrawal from the contract.
3.13.05.
If and to the extent that the goods taken back by Wendel can be sold as new in the normal course of business, the customer owes 10% of the invoice value of the goods as return costs without further proof. If it is not possible to sell the goods as new in the normal course of business, the customer owes a further 30% of the invoice value of the goods for loss of value without further proof. The customer reserves the right to provide evidence of a lower percentage.
3.13.06.
Wendel reserves the right to assert other, more extensive damages.
3.13.07.
The treatment and processing of the goods delivered by Wendel is always carried out on behalf of Wendel, so that the goods remain the property of Wendel in every state of treatment and processing and also as finished goods, excluding the consequences of § 950 BGB. If the reserved goods are processed with other items also delivered to the exclusion of the legal consequences of Section 950 BGB, Wendel acquires at least co-ownership of the new item in the ratio of the invoice value of the goods from Wendel to the invoice value of the other processed items.
3.13.08.
The customer hereby assigns in advance all claims arising from the resale, processing, installation and other use of our goods to Wendel. If the products sold, processed or installed by the customer contain items that are not the property of the customer and for which other suppliers have also agreed on retention of title with a sales clause and advance assignment, the assignment is made in the amount of Wendel's co-ownership share, which is the fraction corresponds to the claim, otherwise in full.
3.13.09.
The collection authorization remaining with the purchaser despite the assignment expires upon revocation, which is permissible at any time.
3.13.10.
If the value of the securities to which Wendel is entitled exceeds Wendel's claim against the customer by 50% for deliveries of goods or by 20% for other services, Wendel is obliged, at the customer's request, to release securities to an appropriate extent at Wendel's discretion.
3.14. Place of performance and fulfillment
3.14.01.
The place of performance and performance for the services to be provided by Wendel is always Wendel's company.
3.14.02.
The place of fulfillment for deliveries is Wendel's company or warehouse, especially if Wendel undertakes the transport itself.
3.15. Definitions
3.15.01.
All headings in the Wendel terms and conditions only serve to make it easier to read and have no influence on the meaning and interpretation of the individual regulations.
3.15.02.
Declarations that are sent in text form (e.g. by fax or email) are also considered written declarations of intent and knowledge within the meaning of the Wendel Terms and Conditions.
3.15.03.
Delivery dates refer to a point in time, be it a specific day or a calendar week or similar, on which delivery must take place.
Delivery times refer to the period within which a delivery must take place.
Delivery time is the generic term for delivery dates and delivery times.
4. Warranty condition
4.1. In addition to our “General Terms and Conditions of Sales and Delivery”, the guarantee period is as follows:
4.1.1. For screw compressors, the guarantee period is 24 months from commissioning and ends no later than 25 months after the invoice date. Requirements: Commissioning protocol, compliance with maintenance plans, and use of original spare parts.
4.1.2
. The guarantee for spare parts is 3 months after the invoice date.
4.2. Replacement of warranty parts
4.2.1.
Spare parts required for repairs will be provided free of charge.
4.2.2.
All parts that need to be replaced as part of maintenance work are excluded from the guarantee.
4.3. Reimbursements for work under warranty:
4.3.1.
Travel and assembly costs are recognized up to a maximum of 10% of the gross price.
4.3.2.
We cover travel costs up to a maximum of 2 hours arrival and departure and up to 200 km per warranty case.
4.3.3.
Expenses must be kept as low as possible. We can only reimburse costs that arise to remedy a defect in our scope of delivery. Follow-up costs (e.g. costs for a rental machine, downtime costs, etc.), costs for wearing parts, auxiliary materials and small materials as well as overtime surcharges cannot be claimed.
4.3.4.
Wendel’s hourly billing rates correspond to:
Travel and working time 39 €/h
1 travel kilometer €0.65
4.4. Travel costs and assembly costs: according to agreement D3
4.4.1.
Reimbursement of costs will only be made after receipt and approval of a guarantee application. The costs should be within the cost estimate stated on the warranty application.
4.4.2.
Warranty invoices must be submitted to WENDEL no later than 3 months after the date of receipt of your warranty application. Invoices arriving later cannot be refunded.
4.4.3.
In the event of a warranty claim, we ask you to contact our service support in advance by telephone to arrange repairs (or alternatively replacement of products with gross prices of up to €1,000.00).
The guarantee application (form) must then be filled out. Please note that the serial number, type and year of manufacture as well as the date of purchase and commissioning are stated
are. Providing the customer address (point of use of the product) is also mandatory. WENDEL Kompressoren assures that this data will neither be stored nor passed on to third parties.
Even if no materials are required to remedy the defect, the warranty application must be completed in full. A cost estimate for travel and working time must be included in the warranty application.
The selling dealer is generally responsible for processing transactions with the end customer. In warranty cases in which you have travel costs in excess of the amount specified in point D3.2. WENDEL contact addresses for dealers located closer to the location of the damage will be provided upon request, with whom you can arrange to handle the warranty on your behalf.
However, warranty invoices can only be submitted to WENDEL Kompressoren by you within the framework of the agreed agreements.
4.5. Processing warranty claims.
4.5.1.
If possible, warranty claims will be processed immediately upon receipt by WENDEL. If the guarantee is accepted, the required parts will be sent free of charge as soon as possible. You will receive a corresponding order confirmation. Returns
Shipments of goods to WENDEL must always be coordinated with WENDEL before shipping is arranged. The corresponding delivery address will then be communicated to you depending on the product.
4.6. Storage of defective parts.
4.6.1.
Defective parts resulting from warranty cases must be stored for 6 months after submitting the warranty claim. In the event that WENDEL requires the defective/replaced parts for assessment, you will be contacted by WENDEL. Otherwise, you can dispose of the parts after the 6 months have elapsed.