General terms and conditions of delivery and payment of Wickeder Westfalenstahl GmbH
1. General provisions
1.1 These General Terms and Conditions of Delivery and Payment apply to all – including future – offers, contractual relationships, deliveries, and other services, including service contracts (hereinafter “toll orders”) between us and the “Customer.”
Deviating conditions of the Customer that are not expressly recognized in writing shall not be binding, even if we execute a contract without expressly objecting to them. In the event of an effective defense clause, the provisions of § 10 regarding our retention of title shall apply to the goods delivered by us to the Customer within the framework of a purchase agreement (the “Goods” or the “Delivery Item”).
1.2 These General Terms and Conditions of Delivery and Payment apply exclusively to entrepreneurs, legal entities under public law, or special funds under public law within the meaning of § 310 para. 1 BGB (German Civil Code).
2. Offer and order placement
2.1 Our offers are always subject to change and non-binding. The contract is only concluded when we have confirmed acceptance of the order in text form or the delivery has been executed. Our order confirmation in text form is decisive for the scope of delivery. All agreements must be set down in text form; this also applies to supplements, amendments, and collateral agreements. We reserve the right to correct errors in offers, order confirmations, and invoices.
2.2 The respective contract concluded, including these General Terms and Conditions of Delivery and Payment, is solely decisive for the legal relationship between us and the Customer.
2.3 The information, illustrations, drawings, samples, brochures, technical specifications, and catalogs, as well as other technical data contained in our brochures, catalogs, and advertisements or in the documents belonging to the offer, are non-binding. They serve merely as a description and are intended only to provide a reasonable idea of the goods described therein. The aforementioned information shall only become part of the contract if and to the extent that it is expressly confirmed by us in writing as binding.
3. Prices, payment terms, group offsetting
3.1 Unless otherwise agreed, our prices apply ex works (EXW according to INCOTERMS 2010) plus value-added tax and any other applicable taxes. If a significant change in certain cost factors occurs between the conclusion of the contract and the delivery date, such as in particular the costs for wages, raw materials, energy, or freight, the agreed price may be adjusted to a reasonable extent in accordance with the influence of the decisive cost factors.
3.2 If only a target quantity is agreed upon, we shall base our calculation on the non-binding order quantity expected by the Customer. If the Customer takes less than the target quantity, we are entitled to increase the agreed price appropriately. If the Customer takes more than the target quantity, we shall reduce the agreed price appropriately.
3.3 All invoices are due for payment within 30 days – in the case of toll orders within 8 days – from the invoice date and must be paid in such a way that we can dispose of the amount on the due date.
3.4 In the event of late payment, we are entitled to charge default interest at the rate that the bank charges us for current account credits, but at least at the rate of the statutory default interest in commercial transactions pursuant to § 288 para. 2 BGB, currently 9 percentage points above the respective base interest rate of the European Central Bank.
3.5 The Customer may only offset undisputed or legally established claims or such claims that are in a contractual reciprocal relationship. Rights of retention are only available to the Customer insofar as they are based on the same contractual relationship.
3.6 Insofar as our claim for payment is jeopardized as a result of circumstances occurring subsequently from which a significant deterioration in assets results, we are entitled to make it due immediately – regardless of the term of bills of exchange accepted for the sake of payment.
3.7 If the Customer is in default of payment, we may declare our withdrawal from the contract and demand damages instead of performance after the fruitless expiry of a reasonably set deadline. If the Customer’s default indicates a threat to the realizability of a non-negligible part of our claim, we are furthermore entitled to prohibit the further processing of the delivered goods, to reclaim the goods, and, if necessary, to enter the Customer’s premises for this purpose. Reclaiming the goods does not constitute a withdrawal from the contract. The provisions of the Insolvency Statute remain unaffected.
3.8 If the Customer falls behind with any agreed partial payment, we may make the entire remaining claim due immediately.
3.9 In the cases of § 3.7 and § 3.8, we may revoke the collection authorization (§ 10.7) and demand advance payments for outstanding deliveries.
3.10 The Customer can avert the legal consequences mentioned in § 3.7 and § 3.8 by providing security in the amount of our jeopardized payment claim. If, in the cases of § 3.7 or § 3.8, the Customer provides neither advance payment nor adequate security within a reasonable period, we are entitled to exercise the right of withdrawal to the exclusion of compensation claims by the Customer. We are entitled to securities customary in type and scope for our claims, even if they are conditional or limited in time.
3.11 The Customer’s right to determine which claims are fulfilled by the Customer’s payments is waived in favor of the statutory redemption regulation of § 366 para. 2 BGB.
3.12 The statutory provisions on default of payment remain unaffected.
3.13 Based on the authorization granted to us by the companies belonging to the Wickeder Group (“Group Companies”), we are entitled to offset at any time with our own claims against the Customer against all claims to which the Customer is entitled, for whatever legal reason, against us or against a Group Company. In the amount of the offset, which must be notified to the Customer, the Customer’s payment obligation shall lapse and the liability of the respective Group Company shall be extinguished.
The companies included in the offsetting group only include Group Companies that are affiliated with us in accordance with § 18 AktG (German Stock Corporation Act). At the request of the purchaser, we will disclose these Group Companies immediately. The aforementioned offsetting authority also applies to claims and liabilities not yet due against the granting of a discount in the amount of standard bank interest rates.
The possibility of offsetting is not precluded by different methods of payment (e.g., cash payment on the one hand, delivery of bills of exchange on the other).
4. Dimensions, weights, qualities
4.1 Qualities and dimensions are determined according to the agreed DIN/EN standards or material data sheets, or in the absence of an agreement, according to those applicable at the time the contract was concluded, or in the absence of such, according to trade custom. References to standards, factory standards, material data sheets, or test certificates, as well as information on qualities, dimensions, weights, and usability, are not assurances or guarantees, nor are declarations of conformity, manufacturer’s declarations, and corresponding marks such as CE and GS.
4.2 Deviations in dimension, weight, quality, and other specifications are permissible according to DIN, EN, or if this is current practice. Other deviations require a special agreement.
4.3 Weights are determined on our calibrated scales and are decisive for invoicing. In the case of toll orders, the weight at the time of receipt of the material to be processed by us is decisive for billing. Proof of weight is provided by presenting the weighing protocol.
To the extent legally permissible, we reserve the right to determine weights without weighing according to the standard (theoretically). The surcharges and discounts customary in the steel trade of the Federal Republic of Germany (commercial weights) remain unaffected. Quantities, bundle numbers, etc., specified in the shipping notice are non-binding for goods calculated by weight.
Unless individual weighing is customary, the total weight of the shipment shall apply in each case. Differences compared to the calculated individual weights will be distributed proportionally among them.
5. Shipping and transfer of risk
5.1 In the absence of a special agreement, the transport route and means of transport, as well as the determination of the forwarder or carrier, are left to us.
5.2 Goods reported as ready for shipment must be taken over by the Customer immediately. If the shipment of the delivery item is delayed for reasons for which the Customer is responsible, the costs incurred by the delay will be charged to the Customer.
5.3 In the event of transport damage, the Customer must immediately arrange for a record of the facts to be taken by the competent authorities and notify us in writing.
5.4 Unless the parties make a deviating written agreement, the risk shall pass to the Customer upon handover of the goods to the transporter, forwarder, or carrier, or upon loading onto one of our vehicles, but at the latest upon leaving our factory or warehouse, regardless of the type of contract specifically concluded. This also applies if partial deliveries are made or if we have assumed other services, e.g., shipping costs or delivery. The Customer may not refuse acceptance of the goods in the event of a non-material defect.
5.5 If shipping is delayed at the request of the Customer or as a result of circumstances for which the Customer is responsible, the risk shall pass to the Customer upon notification of the readiness of the goods for shipment.
5.6 INCOTERMS 2010 shall apply to the interpretation of trade terms.
5.7 We are entitled to make partial deliveries if (i) the partial delivery is usable for the Customer within the scope of the contractual intended purpose, (ii) the delivery of the remaining ordered goods is ensured, and (iii) the Customer does not incur any significant additional effort or additional costs as a result (unless we agree to assume these costs).
5.8 Unless customary in the trade or otherwise agreed, the goods are delivered unpacked and not protected against rust. To the extent that we pack, we provide packaging, protection, and/or transport aids at our discretion at the Customer’s expense. The return of packaging is based on the respective agreement concluded with the Customer. We do not assume costs of the Customer for any return transport or for the Customer’s own disposal of the packaging.
6. Delivery times, delivery delay
6.1 Periods and dates for deliveries and services promised by us are always only approximate, unless a fixed period or a fixed date has been expressly promised or agreed. If they are to be binding, the binding nature must also be agreed in writing.
6.2 If the Customer does not fulfill contractual obligations – including cooperation or ancillary obligations – such as providing the necessary official certificates or permits, including any export licenses, opening a letter of credit, providing domestic or foreign certificates, making an advance payment, etc., in a timely manner, we are entitled to postpone our delivery times appropriately in accordance with the needs of our production process – without prejudice to our rights arising from the Customer’s default. Compliance with the delivery time by us also presupposes that all commercial and technical questions between the contracting parties have been clarified.
6.3 Unless otherwise agreed, we deliver “ex works” (EXW according to INCOTERMS 2010). The notification of readiness for shipment or collection by us is decisive for compliance with the delivery date or delivery period. In the event of subsequent changes to the contract that are agreed upon at the initiative of the Customer and that influence the delivery time, the delivery time shall be extended to a reasonable extent.
6.4 Our delivery obligation is subject to correct and timely self-delivery, unless the incorrect or delayed self-delivery is our fault. Furthermore, deliveries and services (contractual performance) by us are subject to the proviso that performance is not hindered by national or international regulations, in particular export control provisions as well as embargoes or other sanctions.
6.5 Force majeure, labor disputes, riots, official measures, as well as operational disruptions for which we are not responsible (e.g., fire, machine or roller breakage, raw material or energy shortage, illness-related absences of our senior employees as well as strikes, lockouts, labor shortages), obstruction of transport routes, delay in import/customs clearance, and all other circumstances which, without being our fault, significantly complicate or make deliveries impossible – also on the part of our suppliers and manufacturing companies – entitle us to postpone delivery for the duration of the obstruction and a reasonable start-up time. This also applies if these events occur at a time when we are in default, unless we caused the default intentionally or through gross negligence. The contracting partners are obliged to provide the necessary information immediately within the scope of what is reasonable and to adapt their obligations to the changed circumstances in good faith.
6.6 Excess and short deliveries of the agreed quantity customary in the industry are permissible. The specification of an “approximate” quantity entitles us to an over/under-delivery and corresponding calculation of up to 10%.
6.7 If delivery is not made on time, the Customer must set us a grace period, which must be at least fourteen working days. All reminders and setting of deadlines by the Customer must be in writing to be effective. If the goods have not been reported as ready for shipment after the expiry of the deadline set by the Customer, the Customer is entitled to withdraw from the contract or to terminate the contract in another way if he has threatened this consequence of the fruitless expiry of the deadline in writing together with the setting of the deadline. Our extended liability pursuant to § 287 BGB is excluded. If we fall into default with a delivery or service or if a delivery or service becomes impossible for us, for whatever reason, our liability for damages is furthermore limited in accordance with § 11 of these General Terms and Conditions of Delivery and Payment.
7. Industrial property rights
7.1 Our cost estimates, designs, drawings, and other documents or models always remain our property. The Customer is entitled to use them exclusively within the framework of the contract concluded with us. The comprehensive copyright with all powers to all documents and information provided within the framework of the contractual relationship belongs exclusively to us in relation to the Customer, even if these items were created through specifications or cooperation of the Customer. Making them accessible to third parties may only take place with our prior written consent. Drawings and other documents belonging to the offers must be returned immediately upon request, or if the order is not placed, and any copies made thereof – even if they are on the Customer’s electronic storage media – must be irretrievably deleted.
7.2 If third-party property rights are infringed during the manufacture of the goods according to drawings, samples, or other specifications of the Customer, the Customer is obliged to indemnify us against all claims upon first request. We are not obliged to verify the aforementioned documents, also with regard to existing industrial property rights of third parties.
8. Call-off orders
8.1 In the case of call-off orders, goods reported as ready for shipment must be called off immediately; otherwise, we are entitled, after a reminder, to ship them at our choice at the Customer’s expense and risk or to store them at our own discretion and invoice them immediately. If the Customer does not call off the goods within three months after the date of the reminder, we are entitled to terminate the underlying call-off plan or the relevant framework agreement in which the call-off plan is contained without notice and to stop production of the goods agreed in the call-off plan immediately. The Customer is obliged to call off and pay for all goods manufactured by us up to this point in time within three months after the date of termination, unless the call-off plan provides for an earlier call-off and payment obligation.
8.2 In the case of contracts with continuous delivery, call-offs and grade classifications for approximately equal monthly quantities must be given to us; otherwise, we are entitled to make the determinations ourselves at our reasonable discretion. If the individual call-offs exceed the total contractual quantity, we are entitled, but not obliged, to deliver the excess quantity. We may invoice the excess quantity at the prices valid at the time of the call-off or delivery.
9. Duty to inspect and give notice of defects, defects of the goods, warranty
9.1 Public statements, recommendations, or advertisements do not constitute descriptions of the quality of the goods. Statements on our part about the quality of the goods do not constitute the assumption of a guarantee for the quality unless the parties expressly agree this in writing. Only our legal representatives and our authorized signatories are authorized to issue guarantee promises. The Customer’s rights in this case are determined by the guarantee declaration issued by us. The Customer must assert the rights from the guarantee declaration against us in writing within two months after the occurrence of the guarantee case (exclusion period).
9.2 The delivered goods must be carefully inspected immediately after delivery to the Customer or to the third party designated by him. Material defects of the goods must be reported in writing immediately, at the latest seven days after delivery. Material defects that cannot be discovered within this period even with the most careful inspection must be reported in writing immediately after their discovery – with immediate cessation of any processing and treatment – but at the latest four working days after becoming aware of them.
9.3 We must be given the opportunity to determine the reported defect. Complained goods must be returned to us immediately upon request; we will assume the transport costs if the notice of defect is justified and provided that these do not increase because the delivery item was brought to a location other than the contractually intended location after delivery.
9.4 In the event of a justified, timely notice of defect, we provide a warranty for the goods delivered by us – except in the case of toll orders, to which § 9.11 applies – according to the rules of sales law and in accordance with the following provisions. If an initial sample test was agreed upon, the notification of defects that the Customer could have discovered during a careful initial sample test is excluded.
9.5 In the event of proven material defects in the delivery items, we are initially obliged and entitled to repair or replace the items at our choice to be made within a reasonable period. In the event of failure, i.e., impossibility, unreasonableness, refusal, or unreasonable delay of the repair or replacement delivery, the Customer may withdraw from the contract or reduce the purchase price appropriately. However, if there are only minor defects, the Customer has no right of withdrawal. In any case, a prerequisite for exercising the right of withdrawal is the fruitless expiry of a written deadline of reasonable length, unless setting a deadline is legally dispensable. If the Customer chooses to withdraw from the contract due to a legal or material defect, he is not entitled to any additional claim for damages due to the defect. In the event of withdrawal, the Customer is liable for deterioration, destruction, and benefits not derived not only for the care he usually exercises in his own affairs, but for any culpability. In the case of repair, the Customer must specify notifications of defects at our request and submit written defect reports and provide other data suitable for analyzing the defect. We bear the costs of the repair, provided that these do not increase because the delivery item was brought to a location other than the contractually intended location after delivery.
9.6 The mere provision of supplementary performance services on our part does not constitute an acknowledgment of the defect alleged by the Customer, regardless of the scope of the supplementary performance. Only our legal representatives and our authorized signatories are authorized to issue an acknowledgment.
9.7 If we are responsible for the defect, we will pay damages or reimbursement of futile expenses due to a defect, but only within the limits set out in § 11 of these General Terms and Conditions of Delivery and Payment.
9.8 We are not liable for material defects that only insignificantly reduce the value or suitability of the goods.
9.9 The Customer’s warranty claims shall lapse if the Customer changes the delivery item or has it changed by third parties without our consent and the elimination of defects is thereby made impossible or unreasonably difficult. In any case, the Customer must bear the additional costs of eliminating defects resulting from the change.
9.10 The Customer’s rights of recourse pursuant to § 478 BGB remain unaffected. However, statutory recourse claims of the Customer against us only exist insofar as the Customer has not made any agreements with his purchaser that go beyond the statutory claims for defects.
9.11 In the case of goods sold as downgraded material – e.g., so-called II-a material – the Customer has no material defect claims regarding the specified reasons for downgrading and those with which he usually has to expect.
9.12 In the case of toll orders, we are initially only obliged to repair in the event of justified complaints if the notice of defect is proper and timely. In the event of failure, i.e., impossibility, unreasonableness, refusal, or unreasonable delay of the repair, we will pay damages or reimbursement of futile expenses exclusively within the limits set out in § 11 of these General Terms and Conditions of Delivery and Payment.
10. Retention of title
10.1 All delivered goods remain our property (reserved goods) until all claims have been fulfilled, in particular also those balance claims to which we are entitled within the framework of the business relationship. This also applies to future and conditional claims, e.g., from reverse bills of exchange.
10.2 Processing and treatment of the reserved goods are carried out for us as the manufacturer within the meaning of § 950 BGB, without obligating us. The processed and treated goods are considered reserved goods within the meaning of § 10.1.
10.3 In the event of processing, combining, and mixing of the reserved goods with other goods by the Customer, we are entitled to co-ownership of the new item in the ratio of the invoice value of the reserved goods to the invoice value of the other goods. If our ownership expires through combination, mixing, or processing, the Customer hereby transfers to us the ownership or expectancy rights to which he is entitled in the new stock or item to the extent of the invoice value of the reserved goods, in the case of processing in the ratio of the invoice value of the reserved goods to the invoice value of the other goods used, and shall keep them for us free of charge. Our co-ownership rights are considered reserved goods within the meaning of § 10.1.
10.4 The Customer may only resell the reserved goods in the ordinary course of business at his normal business conditions and as long as he fulfills his obligations from the business relationship with us in a timely manner, provided that he agrees on a retention of title with his purchaser and that the claims from the resale pass to us in accordance with § 10.5 and § 10.6. He is not entitled to other dispositions of the reserved goods. Use of the reserved goods to fulfill contracts for work and materials is also considered resale.
10.5 The Customer’s claims from the resale of the reserved goods are already now assigned to us. They serve as security to the same extent as the reserved goods within the meaning of § 10.1.
10.6 If the reserved goods are resold by the Customer together with other goods, the claim from the resale is assigned to us in the ratio of the invoice value of the reserved goods to the invoice value of the other goods. In the case of the resale of goods in which we have co-ownership shares pursuant to § 10.3, a part of the claims corresponding to our co-ownership share is assigned to us.
10.7 The Customer is entitled to collect claims from the resale. This collection authorization expires in the event of our revocation, but at the latest in the event of default of payment, non-payment of a bill of exchange, or application for the opening of insolvency proceedings. We will only exercise our right of revocation in accordance with § 3.10. At our request, he is obliged to inform his purchasers immediately of the assignment to us – unless we do so ourselves – and to provide us with the information and documents required for collection. With regard to the collection of the claims, the Customer is considered a trustee with the express obligation to transfer the countervalues minus his earnings.
10.8 An assignment of claims from the resale is inadmissible unless it is an assignment by way of genuine factoring that is notified to us and in which the factoring proceeds exceed the value of our secured claim. Our claim becomes due immediately upon credit of the factoring proceeds.
10.9 The Customer must notify us immediately of any seizure or other impairments by third parties.
10.10 If the value of the existing securities exceeds the secured claims by more than 20% in total, we are obliged to release securities of our choice at the Customer’s request.
10.11 In the event of breaches of duty by the Customer, in particular default of payment, we are entitled to withdraw and take back the goods after the unsuccessful expiry of a reasonable deadline set for the Customer for performance; the statutory provisions on the dispensability of setting a deadline remain unaffected. The Customer is obliged to surrender the goods.
We are entitled to withdraw from the contract if an application is made to open insolvency proceedings over the Customer’s assets.
10.12 At our request, the Customer is obliged to inform his purchasers immediately of the assignment to us and to provide us immediately with the information and documents required for collection. In the event of default of payment, the Customer is obliged, at our request, to immediately name those customers to whom he has sold the reserved goods, unless these have already been paid for in full.
10.13 In the event of access by third parties to the goods subject to retention of title or to the claims assigned to us or other securities, in particular within the framework of compulsory enforcement measures, the Customer will clearly point out our ownership and notify us immediately of the threatening, imminent, or already occurred access by third parties, handing over the documents necessary for an intervention. This also applies to impairments of any other kind. The Customer bears the costs for this.
10.14 If the Customer has intended to move the delivered goods abroad, he must inform us of this in writing immediately and, at our request, grant us a security right that comes closest to the aforementioned retention of title under the legal system of the destination.
11. General limitation of liability
11.1 Our liability for damages, for whatever legal reason, in particular due to impossibility, delay, defective or incorrect delivery, breach of contract, breach of duties during contract negotiations, and tort is limited in accordance with this § 11, insofar as fault is relevant in each case.
11.2 We are not liable in the event of simple negligence of our organs, legal representatives, employees, or other vicarious agents, unless it is a breach of essential contractual obligations. Essential are specifically described contractual obligations whose breach jeopardizes the achievement of the purpose of the contract, or such contractual obligations whose fulfillment makes the proper execution of the contract possible in the first place and on whose compliance the Customer regularly relies and may rely.
11.3 Insofar as we are liable for damages in principle pursuant to § 11.2, this liability is limited to damages that we foresaw at the time the contract was concluded as a possible consequence of a breach of contract or that we should have foreseen if we had exercised standard care. Indirect damages and consequential damages resulting from defects in the delivery item are furthermore only compensable insofar as such damages are typically to be expected when the delivery item is used as intended.
11.4 The above exclusions and limitations of liability apply to the same extent in favor of our organs, legal representatives, employees, and our other vicarious agents.
11.5 The limitations of this § 11 do not apply to our liability
– due to intentional behavior or fraudulent concealment of a defect,
– for guaranteed quality features,
– due to injury to life, body, or health, and
– according to the Product Liability Act.
11.6 Claims for reimbursement of expenses by the Customer are limited to the amount of the interest that the Customer has in the fulfillment of the contract.
11.7 The rules of the burden of proof remain unaffected by the provisions of this § 11.
12. Limitation period
12.1 Claims for defects expire in one year from delivery. Deviating from this, claims for defects in a building and in an item that has been used for a building in accordance with its usual manner of use and has caused its defectiveness expire in five years. In cases of supplementary performance, the limitation period does not start to run again. Other contractual claims of the Customer due to breaches of duty by the supplier and all non-contractual claims of the Customer also expire in one year, starting with the respective legally provided start of the limitation period.
12.2 Deviating from the above provisions of § 12.1, the statutory limitation periods apply if and to the extent that a) the Customer’s claim against us is based on § 478 BGB or §§ 651, 478 BGB or b) the Customer’s claim is based on intentional, fraudulent, or grossly negligent behavior on our part or on the part of our vicarious agents or c) the Customer’s claim against us is based on injury to life, body, or health or d) the Customer asserts claims against us under the Product Liability Act or e) claims for defects are based on a third party’s right in rem, on the basis of which the surrender of the purchased item can be demanded, or f) claims for defects are based on another right that is entered in the land register. The provisions in § 12.1 furthermore do not apply if the asserted claim is based on a guarantee issued by us within the meaning of § 443 BGB. In this respect, only the following provisions in § 12.3 apply.
12.3 The limitation periods for claims based on a guarantee issued are based on § 438 BGB, unless a shorter limitation period results from the content of the guarantee.
12.4 The suspension of the limitation period for claims from or in connection with the contractual relationship between the parties pursuant to § 203 BGB ends at the point in time at which we or the Customer refuse or refuses to continue negotiations on the claim or the circumstances justifying the claim. Unless one of the parties expressly declares the failure of the negotiations in writing, the continuation of the negotiations is considered refused six months after the last correspondence was sent, the subject of which is the claim or the circumstances justifying the claim.
12.5 The provisions of §§ 196, 197, 479 BGB as well as the rules of the burden of proof remain unaffected by the above provisions of §§ 12.1 to 12.4.
13. Applicable law, place of performance, and jurisdiction
13.1 The law of the Federal Republic of Germany shall apply, excluding the United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980 (CISG).
13.2 The place of performance and exclusive place of jurisdiction for both contracting parties is – as far as legally permissible – Wickede (Ruhr). We are also entitled to sue the Customer at his general place of jurisdiction.
14. Export control
14.1 The Customer recognizes German, EU, and foreign export control regulations and restrictions and undertakes not to sell, export, re-export, deliver, or otherwise pass on the goods (including technical information) directly or indirectly to persons, companies, or countries if this violates German or foreign laws or regulations.
14.2 The Customer is obliged to inform us immediately of all information required to verify an embargo situation, in particular the name and address of the end customer, place of installation or use, and intended purpose, but remains obliged to us to carry out an independent check and to communicate the result of this check. In the event of non-compliance with this information and inspection obligation, we are entitled to exercise a right of retention and – insofar as the Customer does not fulfill the aforementioned obligations within a reasonable grace period – to withdraw from the contract.
14.3 The Customer also undertakes to obtain all necessary export licenses, import/export permits, or other documents in connection with a (subsequent) import, export, re-export, transfer, and use of the goods at his own expense before any export (within or outside the EU) of the goods and to obligate all other recipients of the goods in the supply chain in the same way and to inform them of the necessity of complying with these laws and regulations. The Customer is fully liable to us in the event of non-compliance with the relevant provisions by third parties in the supply chain and shall indemnify us against any claims upon first request. Furthermore, the Customer will inform us immediately if he becomes aware of violations by third parties of their obligations in connection with the (re-)export of the goods or products developed therefrom.
15. Export control
Our previous General Terms and Conditions of Delivery and Payment are hereby superseded.
Data protection notice
The customer acknowledges that data arising from the contractual relationship will be stored for the purpose of data processing in accordance with the German Federal Data Protection Act (BDSG), and that we reserve the right to transmit the data to third parties (e.g. insurers) insofar as this is necessary for the performance of the contract.
Wickeder Westfalenstahl GmbH
Wickede – May 2018