General terms and conditions

The following General Terms and Conditions (hereinafter referred to as GTC) shall apply to all contracts and other business relationships that we, the company Wentronic Solutions GmbH (hereinafter referred to as Supplier) enter into with our customers and other business partners (hereinafter referred to as Purchaser) for the purpose of delivering goods, providing services and executing other agreements.

1.1 These GTC shall apply exclusively. Any deviating terms and conditions of the Purchaser are hereby expressly rejected. Deviating terms and conditions of the Purchaser shall not apply even if the Supplier does not separately object to them again in the individual case. Deviating terms and conditions of the Purchaser shall only apply if the Supplier has agreed to them in writing in the individual case.

1.2 The GTC of the Supplier shall also become part of future transactions in the version applicable‚ at the time of the conclusion of the respective contract, provided that reference to such validity has been made in the order confirmation at the latest.

2.1 The contract shall be concluded when the Supplier sends the Purchaser a corresponding order confirmation in response to the Purchaser‘s order.

2.2 All offer prices are pure net prices and are ex warehouse Braunschweig plus the statutory value added tax.

2.3 Unless expressly agreed otherwise, the Supplier‘s offers are non-binding and subject to change and the Supplier reserves the right to make reasonable price changes.

3.1 The Customer shall be obliged to accept the ordered goods. The obligation to accept is a primary obligation. If the Purchaser refuses acceptance without justification, the Supplier shall in particular be entitled to all rights under §§ 280 et seq. BGB (German Civil Code).

3.2 Stated delivery periods and deadlines are only indicative and shall therefore be deemed to have been agreed only approximately (approximate deadlines).

3.3 Partial deliveries are permissible.

3.4 Unforeseen obstacles to delivery for which the Supplier is not responsible, such as force majeure, strikes, operational disruptions in the Supplier‘s own business or that of the upstream supplier, transport difficulties, etc., shall entitle the Supplier to postpone delivery for the duration of the obstacle or to withdraw from the contract in whole or in part. In the event of non-availability of
the ordered goods, the Supplier shall inform the Purchaser thereof without undue delay and reimburse him without undue delay for any counter-performance already rendered.

4.1 The goods shall be shipped via a carrier or forwarder to be selected by the Supplier. The risk shall pass to the Purchaser as soon as the consignment has been handed over to the carrier or forwarder, but at the latest when it leaves the Supplier‘s warehouse, even if the Supplier carries out the shipment itself. Therefore, any order placed by the Purchaser shall be a sale by shipment requested by the Purchaser.

4.2 At the request and expense of the Purchaser, the Supplier shall insure the goods against transport risks.

4.3 In the case of shipment abroad, the Supplier shall, in addition to these GTC, only be obliged to provide the goods or services „EXW (EX Works)“ in accordance with the Incoterms in the current version, unless another type of provision obligation has been agreed.

4.4 Postage and packaging costs shall always be charged separately to the Purchaser.

5.1 Unless another method of payment has been agreed, the invoice amount shall be paid to the Supplier immediately upon receipt of the invoice without any deductions and without regard to any notices of defects. If the Purchaser is in default of payment, it may be charged interest on arrears from that date at a rate of 9 percentage points above the respective prime rate as well as EUR 5.00 per written reminder. The supplier reserves the right to prove further damages.

5.2 A payment shall only be deemed to have been made when the Supplier can dispose of the amount. Payment by check is excluded.

5.3 In the case of SEPA direct debit mandates, the Supplier shall be permitted to send the Purchaser the announcement (pre-notification) as to when it will debit which amount from the Purchaser‘s bank account within the minimum period, i.e. no later than one business day (24 hours) before the debit.

5.4 Invoices of the supplier for services and special orders are due immediately without deduction upon receipt.

5.5 Initial deliveries shall be made against cash on delivery or payment in advance.

5.6 If the Purchaser is in default with any kind of payment obligations towards the Supplier, all possible claims of the Supplier against the Purchaser in excess thereof shall become due immediately.

5.7 If the Purchaser is in default of payment and the Supplier nevertheless delivers further goods to the Purchaser, payments made by the Purchaser shall then be made exclusively for the last goods delivered solely for the reason that the Supplier would otherwise not have delivered the further goods to the Purchaser under any circumstances.

5.8 In the event of unjustified refusal of acceptance, the Supplier shall be entitled to claim damages including lost profit against the Purchaser. The damages including the lost profit shall amount to at least 10% of the purchase price plus the statutory value added tax, whereby it shall be open to the Purchaser to prove a lower damage. For its part, the Supplier reserves the right to prove higher damages.

5.9 Offsetting shall only be permitted with undisputed or legally established claims of the Purchaser. The customer may only exercise a right of retention if it is based on the same contractual relationship.

6.1 The Supplier shall always deliver goods to the Purchaser only subject to retention of title.

6.1.1 On the one hand, this retention of title is structured in such a way that the goods remain the sole property of the supplier until the purchase price has been paid to the supplier in full (simple retention of title).

6.1.2 In addition, however, the Purchaser shall, on the other hand, be authorized, despite its lack of title, to process and sell the goods in the ordinary course of business (pledges, assignments by way of security and the agreement of prohibitions of assignment are not permitted) as long as it is not in default. The Purchaser hereby assigns to the Supplier in full any claims of the Purchaser arising from the resale, processing or any other legal ground
(insurance, tort) with respect to the goods (including all current account balance claims), and the Supplier hereby accepts such assignment. Furthermore, the Supplier revocably authorizes the Purchaser to collect the claims assigned to the Supplier for the Supplier‘s account in its own name (extended reservation of title).

6.1.3 The Supplier reserves the right to convert the retention of title by agreement with the Purchaser also into a security covering all present and future claims (extended retention of title).

6.2 Processing or assembly shall always be carried out in favor of the Supplier, but without any obligation for the Supplier. If the (co-)ownership of the Supplier expires due to combination or mixing, it is already agreed now that the (co-)ownership of the Purchaser in the uniform object shall pass to the Supplier in proportion to the value (invoice value). The Purchaser shall store the (co-)ownership of the Supplier free of charge.

6.3 In the event of access by third parties to the reserved goods, the Purchaser shall point out the Supplier‘s ownership and notify the Supplier without delay. In the event of a breach of contract by the Purchaser – in particular default of payment – the Supplier shall be entitled, subject to compliance with the provisions of Sections 323 or 324 of the German Civil Code (BGB), to take
back the Retained Goods and, if necessary, to demand assignment of the Purchaser‘s claims for return against third parties. In such cases, the Supplier shall also be entitled to collect outstanding claims of the Purchaser against its customers itself. At the Supplier‘s request, the Purchaser shall be obliged to name its customers to the Supplier, to notify the Supplier of any assignment, to
provide the Supplier with the information required to assert its rights against the customer and to hand over the necessary documents. The Supplier shall also be entitled to notify the Purchaser‘s customer of the assignment.

6.4 The Supplier undertakes to release the securities granted to it at the request of the Purchaser at the Supplier‘s discretion to the extent that the market realizable value of the existing securities exceeds the claims to be secured by more than 10%.

7.1 The Supplier shall be entitled to assign to third parties any claims it may have against the Purchaser.

7.2 The rights of the Purchaser against the Supplier are not transferable outside the scope of § 354 a HGB and may not be assigned to third parties.

8.1 Complaints of the Purchaser regarding the delivered goods shall be reported to the Supplier in writing within 8 days after receipt of the goods.

8.2 In the event of justified notices of defects, the Supplier shall have the right either to remedy the defects or to take back the goods with crediting of the invoiced amount or to provide a replacement free of charge within a reasonable period of time or to credit the Purchaser for the reduced value
of the goods.

8.3 The Supplier shall not be liable for any damage suffered by the Purchaser. Excluded from this exclusion of liability are any damages of the Purchaser which:

8.3.1 are based on an injury to life, body or health which is attributable to a negligent breach of duty on the part of the Supplier or an intentional or negligent breach of duty on the part of one of its legal representatives or vicarious agents,

8.3.2 are to be classified as other damages and are based on a grossly negligent breach of duty on the part of the Supplier or on an intentional or grossly negligent breach of duty on the part of one of its legal representatives or vicarious agents,

8.3.3 arise from the Product Liability Act or

8.3.4 have been caused by a breach of material contractual obligations (so-called cardinal obligations). The supplier shall be liable for damages within the meaning of items 8.3.1 and 8.3.2 in the full amount, and for damages within the meaning of item 8.3.3 in the statutory amount. In the case of damage within the meaning of clause 8.3.4, the Supplier shall be liable within the foreseeable scope typical for the contract; in this case, the Supplier shall be liable in the maximum amount of EUR 2,500.00 and in the case of pure financial loss in the maximum amount of EUR 1,250.00. Insofar as the Supplier is liable for foreseeable damage typical for the contract, its liability for indirect damage and consequential damage shall be excluded.

9.1 The Supplier shall collect and store the Purchaser‘s data necessary for the business transaction. When processing the Purchaser‘s personal data, the Supplier shall comply with the statutory provisions on data protection.

9.2 Upon request, the Customer shall receive information about the data stored about him/her at any time and may object to the further use of data and demand deletion of his/her data.

9.3 Further details can be found in the data protection declaration available in the Supplier‘s online offer (

As the supplier sells batteries and accumulators (or such devices containing batteries and accumulators), he is obliged to provide the following information to the purchaser in accordance with the Battery Act (BattG):

a) Batteries and rechargeable batteries can be returned to the supplier after use or returned free of charge in the immediate vicinity (e.g. in local retail stores or municipal collection points).

b) Batteries and rechargeable batteries must not be disposed of in household waste, but the user is
legally obliged to return used batteries and rechargeable batteries.

c) The symbol of the crossed-out garbage can means that batteries and rechargeable batteries must not be disposed of in household garbage. The symbols below this symbol have the following meanings:
Pb: battery/battery contains lead
Cd: Battery/battery contains cadmium
Hg: battery/battery contains mercury

11.1 The written form requirement shall apply to any amendment, cancellation or supplement to contracts and/or these GTC. This shall also apply to the amendment/cancellation of the written form requirement itself, which may also not be waived in individual cases.

11.2 The place of performance with regard to both the Supplier‘s and the Purchaser‘s obligations shall always be the Supplier‘s registered office (Braunschweig).

11.3 The exclusive place of jurisdiction for any disputes between the Supplier and the Purchaser shall be the registered office of the Supplier (Braunschweig) in cases where the Purchaser is a merchant,

a legal entity under public law or a special fund under public law or the Purchaser has no general place of jurisdiction in the Federal Republic of Germany.

11.4 The law of the Federal Republic of Germany shall always and exclusively apply to all contracts and these GTC, to the exclusion of the UN Convention on Contracts for the International Sale of Goods.

11.5 If one of the contractual provisions agreed between the Supplier and the Purchaser is or becomes void, invalid or unenforceable or does not contain a provision which is necessary in itself, this shall not affect the validity of the remaining provisions of the contract. In place of the void, invalid or
unenforceable provision or in order to fill the gap in the provision, a legally permissible provision shall apply which corresponds as far as possible to what the parties intended or would have intended according to the meaning and purpose of the contract if they had recognized the gap in the provision.

Wentronic Solutions GmbH Address: Postfach 8365, 38133 Braunschweig Visitors: Pillmannstraße 12, 38112 Braunschweig P: +49 531 2 10 58 – 0 | F: +49 531 2 10 58 – 22 E-Mail: Status: November 2016
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