General terms and conditions for commercial customers and freelancers
Here are our general terms and conditions for business customers.
All information at a glance
§ 1 General - Scope
(1) The Heinrich Woerner GmbH (hereafter referred to as WOERNER) will offer and fulfill services only on the basis of its general terms and conditions. These contractual terms only apply to companies according to §14 of the German BGB. Separate contractual terms apply to end customers. (click here) (2) All agreements between WOERNER and the customer that are substantial for the fulfillment of the contract have been documented in writing in the aforementioned contract. (3) The contractual terms apply exclusively, contradicting or differing terms and conditions of the customer are not recognised, unless they are explicitly agreed thereto by WOERNER. The contractual terms also apply, even if WOERNER unconditionally fulfills an order despite being aware of contradicting or differing terms and conditions of the customer. The terms and conditions also apply to all future business transactions with the customer, even if they have not been explicitly agreed upon again.
§ 2 Offer
(1) Adverts, catalogues and especially the depiction of articles in the online shop are not a binding offer for the sale of the goods by WOERNER. (2) The customer can order via telephone, in writing, fax, e-mail or using the integrated online order form on the web shop. In case of an order via the online order form and after having entered his or her personal data and by clicking the button "Buy" at the end of the order transaction the customer places a binding order to purchase the goods in the shopping basket. (3) WOERNER can accept the customer order via a written (letter) or electronically transmitted (fax or e-mail) order confirmation or by immediate delivery of the ordered goods. Only then does the purchase agreement come into effect. WOERNER reserves the right to decline the order. This also applies, if a product ordered by the customer is not available despite arrangement by WOERNER for reasons beyond our control. (4) The order process and communication will normally be conducted via e-mail and the automatic order process. It is the customer's responsibility to ensure the accuracy of the given e-mail address during the order process so that the customer may correctly receive the e-mails sent by WOERNER to that address. When using SPAM filters, the customer has to ensure that the e-mails from the seller or any seller-appointed third-party can be delivered to the customer. (5) In countries outside of Germany, Austria, Great Britain, Spain or France we only accept orders in excess of a minimum order value of 100 EUR net. (6) For small orders below a net order value of EUR 30, we shall invoice an additional handling fee of EUR 6.
§ 3 Place of performance/Transfer of perils
(1) Place of performance for the obligations of both parties is the branch of WOERNER. (2) The risk of accidental loss or deterioration of the goods passes to the customer when the goods are handed over to the delivery company. WOERNER will insure the goods against the usual shipping damages on demand. The costs shall be paid by the customer.
§ 4 Delivery
(1) If not otherwise stated, the delivery dates are not binding. (2) The fulfillment of the delivery requires the timely and correct fulfillment of the customer's obligations. WOERNER reserves the right to object regarding an unfulfilled contract. (3) If the customer defaults in taking delivery or breaches other obligations to co-operate, WOERNER shall be entitled to demand compensation for any damage that we suffer as a result of such conduct, including possible additional expenses. Further compensation is reserved. (4) As far as the requirements of paragraph 3 are met, the risk of accidental loss or accidental deterioration of the sales item shall pass to the customer at the point in time when the latter has defaulted in taking delivery or payment of debt. (5) WOERNER reserves the right for partial deliveries, if that is within acceptable boundaries for the customer. These are separate services which can be invoiced separately.
§ 5 Prices and payment terms
(1) The specified prices are net prices not incl. VAT and are "ex factory". The customer has to bear the costs for special packaging requests. (2) Unless specified otherwise in our order confirmation, the purchase price (without discount) is payable within 14 days starting with the invoice date. WOERNER reserves the right to include cheques or bills. (3) For new customers all orders via the online shop and orders from outside of Germany are subject to advance payment. WOERNER will be obliged to deliver the ordered goods within 14 days starting with the receipt of payment, if nothing else has been agreed upon. (4) If the customer does not pay due invoices, misses an acknowledged payment date, or when the financial circumstances of the customer should deteriorate following the formation of the contract or when WOERNER should receive unfavourable information which call into question the solvency or creditworthiness of the customer WOERNER shall be entitled without prejudice to further rights to stop any services and demand advance payment. This is especially applicable when the customer has applied for the opening of insolvency proceedings. (5) The customer shall only be entitled to offsetting and retention rights if his counterclaims are established by court proceedings, are beyond controversy or recognised by WOERNER. The customer may only assert a right of retention on the grounds of counterclaims from the same contract. (6) The customer is in default of payment without notice from WOERNER if he does not pay within 14 days of the due date. In case of defects the customer only has a right of retention, if the proportion between the defects and the estimated cost for supplementary performance is reasonable. (7) The customer shall also bear the delivery costs, if nothing else has been specified. The delivery costs sorted by country can be found in our web shop at: "Our delivery countries" All deliveres outside of Germany may involve other additional costs, for example customs duties, import/export charges etc., which are to be paid by the customer. (8) The currency for payments shall be the EURO. All prices are based on EURO. A change in the currency exchange rate regarding the EURO and another currency has no impact on the owed amount. The customer shall bear the exchange rate risk. (9)Payment via credit card The credit card will be charged after the order has been fulfilled.§ 6 Reservation of ownership
WOERNER reserves the right of ownership of the goods until receipt of all payments from the existing current business relationship with the customer. If the customer resells the goods, he shall assign to WOERNER all claims and related compensation against third-parties without prior notification. The transfer of this reservation is up to the amount, that has been specified by WOERNER in the invoice. The share of claim assigned to WOERNER has priority over any other claims.
§ 7 Duty to report defects
If the customer falls under the § 1 HGB, warranty claims asserted by the customer shall be subject to him having fulfilled the inspection and notification obligations properly in accordance with § 377 HGB. Known defects have to be reported in writing immediately. If the customer does not fall under § 1 HGB, he is obliged to report all defects to WOERNER within two months starting from the time he has detected the defect. This regulation does not constitute an exclusion of the customer's right of complaint. If the delivery risk is on WOERNER then obvious damages in transit must be reported to the driver of the delivery company immediately. The customer must keep the original packaging and document existing packaging damages, if the effort is reasonable. If the claims for compensation from WOERNER against the delivery company could not be asserted because of a violation of the obligations, then the customer shall bear the cost of compensation.
§ 8 Warranty rights
(1) Claims for defects shall not exist in the event of slight deviations from the agreed condition or of slight impairment to use. (2) WOERNER reserves the right to rectify the defect or delivery of a new good. If the defect is remedied, WOERNER shall be obliged to bear all the necessary costs for the remedying of the defect, in particular transport, labour and material costs, provided that such costs are not increased by the additional cost of taking the object of sale to another location other than the place of performance. (3) If supplementary performance fails or it is not reasonable for the customer, the customer shall be entitled at his own choice to demand either withdrawal from the contract or abatement of the purchase price within the statutory rights. (4) If the supplementary performance towards replacement of goods took place, the customer is liable to send back the item which was delivered earlier at their cost within 30 days. The return delivery of the defective goods shall take place as per statutory guidelines. (5) WOERNER may refuse supplementary performance if it is only possible with disproportionate costs. The following factors will be considered: the value of the good in flawless condition, the importance of the defect and whether another type of supplementary performance will not create a significant disadvantage to the customer. (6) Claims for defects are not valid for: - Defects on custom orders, if they are based on specifications from the customer. - Defects caused by wear and tear or improper handling. - industry-standard, technically inherent deviations in dimensions, form, non-repairable colour variations due to material characteristics and non-matching colours in different articles of the same type. (7) The customer is obliged to make warranty claims with the help of damage forms from WOERNER, if they were part of the delivery.
§ 9 Responsibility for defects
(1) WOERNER shall only be liable for any damage caused by it or by any of its vicarious agents through gross negligence defined by the statutory guidelines. Furthermore WOERNER will only be liable according to the product liability law of culpable violation of life, body and health or in the event of breach of material contractual duties. (2) The damage which resulted from serious negligence and the non-intentional violation of material contractual duties, is limited to the typical, foreseeable damage, if no culpable violation of life, body and health or in the event of breach of material contractual duties. The compensation for late delivery will be limited to 10% of the order value and the compensation for the delivery will be limited to 50 % of the order value. If it is not possible to deliver the goods or perform the services the right for compensation will be limited to 50% on the part that cannot be used due to the undelivered goods or services. Damages to legally protected interests of the customer are excluded, if these were not the result of intent or gross negligence or the culpable violation of life, body and health. (3) The regulations from the paragraphs one to three are related to compensation in addition to the goods and compensation in place of the goods, regardless of the legal reasons, especially for claims from impermissible actions. They also apply to claims based on reimbursement of expenses incurred in vain.
(1) If a new article is the delivered item, the period for limitation for claims based on defects is one year, regardless of the legal reason. (2) The periods for limitation for paragraph one also apply to other claims against WOERNER, regardless of the legal basis. They also apply if the claims are not related to a defect. (3) The limitation regulations of the paragraphs one to two only apply if the following is true: (Instead, the German legal regulations apply.) a. The periods for limitation do not apply in case of intent. b. The periods of limitation do not apply, if WOERNER has maliciously concealed the defect. c. The periods for limitation do not apply for claims related to the violation of life, body and health, claims related to the product liability law, a violation of duties based on gross negligence or for culpable violation of material contractual duties.
§ 11 Copyright/Competition/Property rights
(1) If the customer supplies templates or design elements such as texts, photos, data and graphics for product design or specifies such elements during product design, the customer has ensured that no copyright, trademark or other rights are being violated or that he has the necessary permissions to use said material. (2) WOERNER does not compensate the violation of third-party claims. (3) The customer has ensured that WOERNER is not liable for any third-party claims, that could arise because of the business relationship between WOERNER and the customer from paragraph 1.
§ 12 Miscellaenous
The laws of the Federal Republic of Germany apply, UN commercial law is not applicable. If the customer is a merchant defined under §1 HGB the place of jurisdiction is the WOERNER business location. However WOERNER reserves the right to sue the customer at the court of his residence as well.
Data protection note - Conversion Tracking
We use the online ad program "Google AdWords" and the conversion tracking as part of Google AdWords. The conversion tracking cookie is set when a user clicks on an ad delivered by Google. These cookies expire after 30 days and are not used to identify any individuals. If this cookie has not yet expired when the user visits certain web pages of the AdWords customer, Google and the advertiser will be able to tell that the user clicked the ad and proceeded to that page. Each advertiser gets a different cookie. Cookies cannot be tracked across websites of AdWords customers. The information gathered by the conversion cookies are used to create conversion metrics for AdWords customers that have opted in to conversion tracking. The advertisers are informed about the total number of users who have clicked on their ad and were forwarded to a conversion tracking tag page. They do not receive any information that would allow them to identify individual users. If you would like to deactivate cookies for conversion tracking, you can set your browser to block cookies from the domain "googleadservices.com". More information on "Data protection" for the online ad program Google AdWords can be found here.