These terms and conditions of sale, supply and payment apply to all business transactions between WOW! and its customers. Exclusively the license terms and the conditions of use for WOW! software and supplementary modules apply to software which was developed by WOW! itself.
These terms of sale, supply and payment of WOW! apply exclusively. Deviating, conflicting or supplementing General Standard Terms and Conditions only then become an element of the contract if WOW! has expressly agreed to the validity thereof. These terms of WOW! apply even if WOW!, in the knowledge of customer terms that conflict with or deviate from these terms of sale, supply and payment, make delivery to the customer without reservations.
2. Contract conclusion
The ordering of goods on the part of the customer constitutes a binding contractual offer. This also applies to an order made via the internet presence of WOW!.
Orders are deemed to be accepted when WOW! sends the customer an order acknowledgement in writing or in text form (e.g. by e-mail) or delivery of the product is made.
3. Prices and price lists
The prices valid at the time the contract is issued shall apply ex works and shall be subject to VAT at the applicable statutory rate.
Delivery charges shall be payable by the customer. They shall be charged to the customer according to individual expenditure by WOW!.
The purchase price shall be due and payable within 14 days of invoicing. The receipt of money by us shall be authoritative with regard to establishing whether a payment is on time.
The customer shall be considered to be in default once the payment period stated above has expired. In the event of default, WOW! shall be entitled to interest on arrears in accordance § 288 BGB (German Civil Code). The right to claim further losses arising from arrears is reserved.
Offsetting against claims on the part of the customer which are not recognised or not legally established shall be excluded. The same applies to the right of the customer to withhold payment where the resulting claims are not based on the same contractual relationship. In the case of any defects in the delivery, the opposing rights of the customer remain unaffected.
Cheques shall only be accepted on account of performance. Credits shall be effected only at the value on the day on which WOW! is able to dispose of the countervalue.
The customer shall be able to issue WOW! a SEPA core mandate/SEPA business mandate. The direct debit shall be collected 10 days after the invoice date. The deadline for prenotification shall be shortened to 5 days. The customer undertakes to ensure that there are sufficient funds in the account. Costs which are incurred due to the failure to collect or due to the reversal of the direct debit shall be charged to the customer provided the failure to collect or the reversal was not caused by WOW!.
The delivery is ex works, which is also the place of performance. At the request of the customer, the goods can be sent to a different destination. When the goods are handed over to the carrier, the risks of accidental destruction, accidental deterioration and delay are transferred.
If the customer defaults on taking delivery, omits to carry out a necessary act of co-operation or causes the delivery to be delayed for other reasons imputable to the customer, WOW! shall be entitled to demand compensation of the damages arising therefrom including additional expenses (e.g. warehousing costs).
If its own suppliers fail to supply, fail to supply the correct materials or fail to supply on time, WOW! shall be entitled to withdraw from the contract.
The delivery deadline shall be specified by WOW! on acknowledgement of the order or agreed separately. Delivery deadlines shall be extended accordingly at the onset of unforeseen obstacles which are outside the influence of WOW!, such as for example strike, lockout, plant interruptions and delays in the delivery of start material, and irrespective of whether these obstacles occur at WOW! or at a supplier. WOW! shall not be answerable for such circumstances, even if WOW! is already in default. If such circumstances occur, both contracting parties shall be entitled to withdraw from the contract.
WOW! shall be entitled to make partial deliveries to a reasonable extent.
The reliable shipment of the ordered product shall be ensured by carriers commissioned by WOW!. In the event of disputes, the customer shall be responsible for proof of nonreceipt of a delivery.
6. Retention of ownership
The items delivered by WOW! shall remain the property of WOW! until all the present claims of WOW! against the customer as well as the future claims, insofar as they are connected to the supplied objects, are satisfied.
The customer shall be entitled to resell the delivered items owned by WOW! (retained-ownership item) in the ordinary course of business. However, the customer hereby assigns to WOW! all amounts receivable from such sale, regardless of whether the retained-ownership item is sold on before or after being worked on or whether it is attached to land or movable property. If the retained-ownership item is resold after being worked on or together with other goods which do not belong to WOW! or if it is attached to land or movable property, the amount receivable by the customer from his buyer shall be deemed to be assigned in the amount of the supply price for the retained-ownership item agreed between the customer and WOW!. WOW! shall accept this assignment.
The customer shall continue to be entitled to collect such receivables even after assignment. The entitlement of WOW! itself to collect the receivable amount shall not be affected by the above, except that WOW! undertakes not to do so as long as the customer properly meets his payment obligations. If the customer makes use of the authority to collect, WOW! shall be entitled to the collected proceeds in the amount of the supply price for the retained-ownership item agreed between the customer and WOW!.
Processing or modification of the retained-ownership item is effected for WOW! as manufacturer in accordance with § 950 BGB without obligating WOW!. If the retained-ownership item is processed with other items, WOW! shall acquire joint ownership of the new thing in the ratio of the fair market value of the item delivered by WOW! to the value of the other appointed items at the time of processing. The customer shall keep the new thing with reasonable care at no expense to WOW!.
WOW! undertakes to release the securities to which it is entitled to the extent to which their realisable value exceeds the secured receivables by more than 10%.
If WOW! accepts cheques as payment, retention of ownership continues until such time that it established that WOW! is able to dispose fully of the resulting countervalue.
7. Quality features
The specifications, drawings, illustrations, samples and technical data contained in brochures, catalogues, adverts and price lists, as well as all other technical data and usage recommendations are provided without obligation and do not release the customer from the responsibility to check delivered goods in order to ascertain their suitability for the intended purposes, processes and applications. They shall become an element of the contract if and insofar as they are expressly confirmed as binding by WOW!.
Contractual quality only applies if expressly stated.
The application, use and processing of the procured goods are exclusively the responsibility of the customer.
8. Complaints and guarantee
The customer is obligated to inspect the product immediately upon receipt. If a defect is found, it must be communicated in full and in writing to WOW! without delay and no more than 10 days following receipt of the goods, where the punctual sending of the communication suffices. If a defect is identified later on, this must also be communicated in full and in writing to WOW! without delay and no more than 10 days following discovery, where here too the punctual sending of the communication suffices. If any defect is reported once this period has expired, the enforcement of associated claims and rights shall be excluded.
If a defect exists, WOW! reserves the right to render subsequent performance either by correcting the defect or by supplying a new defect-free product. The customer reserves the right to reduce the purchase price or withdraw from the contract if WOW! fails to meet its obligation to render supplementary performance.
WOW! is entitled to make the necessary supplementary performance dependent upon the customer paying the owed purchase price. However, the customer is entitled to withhold a portion of the purchase price in accordance with the extent of the defect.
The purchaser shall give WOW! the time and opportunity needed for the supplementary performance, in particular to hand over the disputed item for inspection purposes. In the event of substitute delivery, the purchaser must return to WOW! the defective item in accordance with the legal requirements. Supplementary performance includes neither the removal of the defective item nor the re-installation thereof if WOW! was not originally obligated to install the item.
The statutory limitation periods apply.
9. Miscellaneous liability
WOW! shall be liable to the extent prescribed in law if the customer asserts claims for damages relating to injury to life, limb or health.
WOW! shall be liable to the extent prescribed in law if WOW! culpably breaches a fundamental contractual duty; in this event, however, liability is limited to the foreseeable, typical damage that occurs.
WOW! shall also be liable to the extent prescribed in law if the customer asserts any other claims for damages as a result of intent or gross negligence. This applies to damage caused by both WOW! and its representatives or vicarious agents.
WOW! shall also be liable in accordance with the stipulations of product liability law.
In all other circumstances, liability for compensation for damages is excluded.
WOW! holds the copyright on all illustrations, drawings and other documents. Without the consent of WOW! they may only be used for the contractually intended purpose and may not be made accessible to third parties.
11. Data protection
WOW! is a member of the Schutzgemeinschaft für Warenkreditgeber (“Trade Credit Providers' Protection Society”) to which a variety of companies in the construction, metal, chemical and fixing systems industries belong. WOW! is entitled to store the following data related to the customer and pass it on to the Protection Society, of which it is a member: Address data, application for a court order or legal action against the customer for undisputed debts (specifying date of submission to the court), application for insolvency (specifying date of application), insolvency court rulings regarding the insolvency application (specifying date), enforcement orders already executed (date of application, nature of measures taken), issue of an arrest warrant in the course of an enforcement order (specifying date), setting of a date for submission of an assurance under oath or hearing of the same already conducted (specifying date), number of days by which agreed payment deadline exceeded, existence of an arrest warrant due to property-related offences. The passing of such data to the Protection Society shall, however, only take place in each individual case after first checking that it is necessary to protect the justified interests of WOW!, the justified interests of a contracting partner of the Protection Society or of the general public. The Protection Society stores this data and passes it on after first establishing prima facie evidence of a justified interest only to other members of the Protection Society. The purpose is exclusively to protect the companies belonging to the Society against non-payment by debtors when supplying goods on credit. Only the objective data without subjective value judgement listed above is passed onto the Protection Society and passed on from there. The customer may obtain information on the data relating to it held by the Protection Society, the address of the Protection Society and a list of its member companies from the WOW! customer service centre on request.
12. Obligations in accordance with the German electrical and electronic equipment act (elektroG)
The customer assumes the obligation to dispose of the delivered item after the end of its use in the correct manner at his own expense in accordance with the legal requirements and exempts WOW! from the obligations in accordance with § 10 s. 2 ElektroG – Obligation of manufacturers to accept returned products – and thus the associated claims of third parties. If the customer passes on the products to commercial third parties and the latter are not contractually obligated to assume the duty of disposal and to impose a corresponding duty on their own purchasers, the customer shall be under an obligation to take back the delivered items after the end of their use at his own expense and to dispose of these items in accordance with the legal requirements. This claim by WOW! to assumption / exemption by the customer shall not be time-barred before the expiry of two years after use of the equipment has finally ceased. This period shall begin at the earliest upon receipt by WOW! of written notification by the customer that use of the equipment has ceased.
13. Place of performance
The place of performance is Künzelsau.
The place of jurisdiction for all disputes relating to any legal relationship with the customer is Künzelsau. WOW! is, however, entitled to file claims with the court of jurisdiction of the customer's domicile.
These terms and all the legal relationships between WOW! and the customer are governed by the laws of the Federal Republic of Germany excluding the UN Convention on Contracts for the International Sale of Goods.
As at: June 2014