Youtube Logo Facebook Logo Instagram Logo

Terms & Conditions

Terms and Conditions of Sale and Delivery (T&C) of WEHA-GmbH, Wikingerstraße 15, DE-86343 Königsbrunn


Terms and Conditions of Sale and Delivery (GTC) of WEHA-GmbH, Wikingerstraße 15, D-86343 Königsbrunn—hereinafter referred to as “we,” “us,” or “WEHA.”
The following terms and conditions are deemed to have been agreed upon for all deliveries between WEHA and business entities as defined in §14 of the German Civil Code (BGB). The following provisions apply exclusively to business relationships between the user (business entity) and the customer (also a business entity). They expressly do not apply to the user’s legal dealings with a consumer (Section 13 of the German Civil Code (BGB)).
Our Terms and Conditions of Sale and Delivery apply exclusively. Any terms and conditions of the purchaser that conflict with or deviate from our Terms and Conditions of Sale are hereby rejected. We do not recognize them unless we have expressly agreed to their validity in writing. Our terms and conditions of sale and delivery shall apply even if we carry out the delivery to the purchaser without reservation while being aware of terms and conditions of the purchaser that conflict with or deviate from our terms and conditions of sale. Contracts and agreements become binding on us only upon written confirmation, even if they modify the terms of the contract. Agreements that deviate from our terms and conditions apply only to those transactions for which they are expressly agreed upon. They are neither retroactive nor applicable to future transactions unless they are reconfirmed in writing.


1. Offer

Our offers are non-binding and constitute a so-called “invitatio ad offerendum.” Unless otherwise agreed, the initial offer is provided free of charge. Further design work is provided free of charge only if the order on which the offer is based is legally binding. Unless we have expressly assumed an obligation or liability, offer documents such as illustrations, drawings, plans, material specifications, and weight and dimension specifications are only approximate. We reserve all property rights and copyrights to all quotation documents. The quotation documents may not be imitated, reproduced, or made available to third parties or competing companies, and must be returned immediately upon our request. Design drawings will not be provided. The submission of a quotation does not obligate us to accept the order.


2. Order

A contract is not validly concluded—and binding obligations do not arise—until we have provided written confirmation of the order (order confirmation), which governs the nature and scope of the delivery. The customer may not refuse partial deliveries. If our delivery is based on samples, drawings, or models provided by the customer, the customer assumes liability for ensuring that the intellectual property rights of third parties are not infringed. In such cases, we are entitled to withdraw from the contract. The purchaser must compensate us for any resulting damages. Safety devices as defined by accident prevention regulations will be included in the delivery to the extent agreed upon. Operating fluids and lubricants are not included in our scope of delivery. For electronic equipment, the general terms and conditions of the supplier of such products apply.


3. Prices and payment terms

Our prices are ex works, excluding packaging. Packaging is charged at cost and is not accepted for return. For goods procured on a per-order basis, imported, or ordered specifically for the customer, we reserve the right to adjust the agreed-upon price if there are significant changes in the costs of materials, raw materials, energy, transportation, procurement, customs duties, currency, or labor after the contract is concluded and before delivery. Cost reductions will be passed on to the purchaser. The price adjustment shall be limited exclusively to the extent of the respective cost change. Upon the purchaser’s request, the reasons for the price adjustment will be clearly explained. Unless otherwise agreed in writing, installation is not included in the purchase price. When installing machinery and equipment, the purchaser must provide us, free of charge, with assistants, lifting equipment, and all materials necessary for installation at the installation site in a timely manner. The transportation of heavy parts on the construction site is also the responsibility and obligation of the purchaser. Masonry, scaffolding, carpentry, painting, and glazing work must be performed by the purchaser. If the costs for installation are included in the purchase price, this covers only the costs for normal (standard) working hours. Additional expenses incurred due to overtime will be billed separately. Unless otherwise agreed, payments are to be made as follows: 1/3 upon order placement, 1/3 upon notification that the goods are ready for shipment, and 1/3 four weeks after notification that the goods are ready for shipment. If it has been agreed that a partial payment is due after delivery of the machine, “delivery” shall be deemed to have occurred on the day the goods are delivered to the purchaser’s premises, excluding installation, commissioning, and training. Once payment becomes due, interest shall be charged at a rate of 9 percentage points above the applicable base interest rate pursuant to Section 247 of the German Civil Code (BGB) without prior notice, provided that the purchaser is a business entity. The charging of interest does not preclude us from asserting claims for further damages resulting from default. Non-cash payments are accepted only on account of performance. Payment shall not be deemed to have been made until the funds have been definitively credited to our account. A notice of defects does not release the customer from the obligation to pay.


4. Retention of title
  1. The delivered goods remain the property of WEHA until full payment has been made. WEHA retains title to the goods until all of WEHA’s claims against the purchaser arising from the business relationship at the time of conclusion of the specific purchase contract—including future claims arising from contracts concluded simultaneously or at a later date—have been settled. This also applies if individual or all of WEHA’s claims have been included in a running account and the balance has been calculated and acknowledged. If the purchaser acts in breach of contract, particularly in the event of default in payment, we are entitled to take back the delivered goods. Our taking back of the delivered goods does not constitute a withdrawal from the contract, unless we have expressly declared such withdrawal in writing. Our seizure of the goods delivered by us always constitutes a withdrawal from the contract.
  2. The purchaser is obligated to handle the items delivered by us with due care until ownership has been fully transferred to the purchaser; in particular, the purchaser is obligated to insure these items at its own expense against fire, water damage, and theft, with coverage sufficient to replace them at their replacement value.
  3. In the event of seizures or other interventions by third parties, the customer must notify us immediately in writing so that we may file a lawsuit pursuant to § 771 of the German Code of Civil Procedure (ZPO). If the third party is unable to reimburse us for the judicial and extrajudicial costs of a lawsuit pursuant to § 771 ZPO, the customer shall be liable for the financial loss we have incurred.
  4. The purchaser is entitled to resell the goods subject to retention of title in the ordinary course of business only if the purchaser hereby assigns to WEHA all claims arising from such resale against buyers or third parties. If goods subject to retention of title are sold unprocessed or after processing or combination with items owned exclusively by the purchaser, the purchaser hereby assigns to WEHA the full amount of the claims arising from such resale. If goods subject to retention of title are sold by the purchaser after processing or combination together with goods not belonging to WEHA, the purchaser assigns the claims arising from the resale in the amount of the value of the goods subject to retention of title (including sales tax), along with all ancillary rights and priority over other claims. WEHA accepts the assignment. The purchaser remains authorized to collect these claims even after the assignment. WEHA’s authority to collect the receivables itself remains unaffected by this; however, WEHA undertakes not to collect the receivables as long as the customer duly fulfills its payment and other obligations (in particular, but not exclusively, does not fall into default, in particular no petition for the opening of insolvency proceedings has been filed, and there is no suspension of payments). WEHA may require the purchaser to disclose to it the assigned claims and their debtors, to provide all information necessary for collection, to hand over the relevant documents, and to notify the debtor (and/or the third party) of the assignment.
  5. Any processing or transformation of the delivered goods by the purchaser is always carried out on our behalf. The purchaser’s right of ownership in the delivered goods continues to apply to the transformed goods. If the delivered goods are processed together with other items that do not belong to us, we shall acquire co-ownership of the new item in the ratio of the objective value of the item delivered by us to the other processed items at the time of processing. In all other respects, the same provisions apply to the item created by processing as to the item delivered under retention of title.
  6. If the delivered item is inseparably mixed with other items that do not belong to us, we shall acquire co-ownership of the new item in the ratio of the objective value of the goods we delivered to the other mixed items at the time of mixing. If the mixing is carried out in such a way that the customer’s item is to be regarded as the principal item, it is deemed agreed that the customer shall transfer proportional co-ownership to us. The customer shall hold the resulting sole ownership or co-ownership in trust for us.
  7. The purchaser also assigns to us, as security for our claim against him, any claims against a third party that arise from the incorporation of the item we delivered into real property.
  8. We agree to release any security to which we are entitled, upon the customer’s request, to the extent that the realizable value of our security exceeds the claims to be secured by more than 20 percent; the selection of the security to be released is at our discretion.
  9. If the customer is in default, in whole or in part, on its payment obligations, or if, after the conclusion of the contract, we become aware of circumstances that are likely to significantly impair the customer’s creditworthiness, we are entitled to declare the entire remaining balance immediately due and payable. In this case, we are also entitled to make any outstanding deliveries or provide services only against advance payment or the provision of security, or, after the unsuccessful expiration of a reasonable period, to withdraw from the contract and claim damages in accordance with statutory provisions. The same applies in the event of any other material deterioration in the purchaser’s financial circumstances. The purchaser shall grant us and/or our agent access to all of its business premises during business hours. A demand for the surrender or seizure of the goods does not constitute a withdrawal from the contract. We are entitled to dispose of the goods subject to retention of title with the diligence of a prudent merchant and to satisfy our claims from the proceeds thereof, applying such proceeds toward the outstanding claims.

5. Delivery Times / Force Majeure / Labor Disputes
  1. If failure to meet deadlines is due to force majeure, e.g., mobilization, war, civil unrest, a pandemic, or similar events for which WEHA is not responsible, e.g., a strike or lockout, or due to the unsuitability of a key workpiece, operational disruptions, production interruptions resulting from labor disputes, or the late or incomplete delivery of the necessary raw materials or semi-finished goods, or to other similar reasons, the deadlines shall be extended by the duration of the aforementioned event or its effects. In the foregoing cases, the customer is not entitled to cancel the order or to make substitute purchases at WEHA’s expense. In significant cases, WEHA shall notify the customer as soon as possible of the beginning and end of such impediments. This paragraph (5.1.) also applies to cases in which the foregoing circumstances occur at WEHA’s subcontractors.
  2. The delivery period begins when WEHA sends the order confirmation (i.e., acceptance of the offer by WEHA—conclusion of the contract) to the customer; however, it does not begin until the customer has provided the necessary documents, permits, and approvals, and until all technical details have been clarified and the agreed-upon down payment has been received. Notification that the goods are ready for shipment shall be deemed equivalent to delivery. If shipment is delayed at the customer’s request, WEHA shall be entitled to charge the customer for the actual costs or expenses incurred due to storage, beginning one month after notification that the goods are ready for shipment. Without further proof, WEHA may claim additional costs amounting to 1.0% of the purchase price per month or portion thereof.
    The customer has the option to prove that no damage or loss of value occurred at all, or that it is significantly lower than the flat-rate amount. We are entitled, after notifying the customer that the goods are ready for shipment, to set a reasonable deadline—but at least two weeks—for the customer to accept the subject matter of the contract; if this deadline expires without result, we may dispose of the goods as we see fit and deliver them to the customer within a reasonably extended period. If shipment is delayed at the purchaser’s request, this does not affect the agreed payment due date.

6. Delivery and transfer of risk

The place of performance is the location of WEHA’s place of business. If the customer requests shipment, a separate agreement is required. As a general rule, the customer bears the shipping costs from the time WEHA hands over the goods to the carrier. Shipping is also generally at the customer’s risk. This applies even if we handle the shipping or are obligated to cover the material costs, in which case we may freely determine the method of shipping and the route, unless otherwise agreed in writing. We select the packaging to the best of our knowledge and belief. Liability for packaging defects or damage is assumed only in cases of gross negligence or willful misconduct on the part of WEHA. Goods ready for shipment must be picked up immediately; otherwise, we are entitled, at our discretion and at the customer’s expense and risk, to store them, invoice them as delivered, and charge a storage fee. Transportation insurance is provided only upon the customer’s express request and at the customer’s expense.
The risk of accidental loss or accidental deterioration of the goods passes to the purchaser no later than upon delivery to the freight forwarder, carrier, or other shipping agent. If shipment or acceptance is delayed for reasons attributable to the purchaser, the risk passes to the purchaser as soon as the purchaser is notified that the goods are ready for shipment.


7. Refusal to accept delivery or delay by the purchaser in accepting delivery or making payment

If the customer refuses to accept the goods or is in default of acceptance, we are entitled to claim damages in lieu of performance.
For goods in stock, the flat-rate damages amount to 15% of the net order value. The customer reserves the right to prove that no damage was incurred or that the damage was significantly less.
For goods procured on a made-to-order basis, ordered specifically for the buyer, or that cannot readily be resold, we are entitled to claim the actual damages incurred. This includes, in particular, purchasing, transportation, storage, financing, processing, and disposal costs, as well as any loss in value resulting from the sale of the goods to a third party. The purchaser reserves the right to prove that no damage was incurred or that the damage was less than the amount claimed.


8. Guarantee

We are liable for material defects and defects of title as follows:

  1. At our discretion, we are entitled, within the scope of the purchaser’s right to subsequent performance, to remedy defects or make a replacement delivery, provided that the purchaser is a business entity. In the case of a single-item purchase, subsequent performance is limited to the remedy of defects. Replaced parts become our property.
  2. If the purchase constitutes a commercial transaction for both parties, the purchaser must inspect the goods immediately upon receipt—to the extent practicable in the ordinary course of business—and, if a defect is discovered, notify us of it in writing without delay. If the purchaser fails to provide such notice, the goods shall be deemed accepted, unless the defect was not apparent upon inspection of the goods. In all other respects, Sections 377 et seq. of the German Commercial Code (HGB) shall apply.
  3. No liability is assumed for damage resulting from the following causes: unsuitable or improper use; failure to follow operating, safety, or maintenance instructions; unsuitable, improper, or non-compliant execution of foundation work or comparable preparatory work to be performed by the customer; natural wear and tear; improper or negligent handling, unsuitable operating materials or replacement materials, unsuitable subgrade, mechanical, chemical, electrochemical, or electrical influences, provided they are not attributable to our fault.
    • 4.1. The statute of limitations for claims and rights arising from defects—regardless of the legal basis—is one year. However, this does not apply in the cases specified in § 438(1)(1) of the German Civil Code (BGB) (legal defects in real property), § 438(1)(2) of the German Civil Code (BGB) (structures, items intended for structures), or § 634a(1)(2) of the German Civil Code (BGB) (structures or works whose success consists in the provision of planning or supervision services for such structures or works). The cases excluded in the second sentence above are subject to a statute of limitations of three years.
    • 4.2. The limitation periods set forth in Section 8.4.1 also apply to all claims for damages against us that are related to the defect—regardless of the legal basis for the claim.
    • 4.3. However, the limitation periods set forth in Sections 8.4.1 and 8.4.2 apply subject to the following conditions: a) The limitation periods generally do not apply in cases of willful misconduct or fraudulent concealment of a defect, or to the extent that we have provided a warranty regarding the quality of the delivered goods. In such cases, the statutory limitation periods shall apply. b) Furthermore, the limitation periods for claims for damages do not apply in the event of a breach of duty due to gross negligence, in cases—not arising from the delivery of a defective item or the performance of defective work—culpable breach of cardinal obligations (cardinal obligations are obligations whose fulfillment is essential for the proper performance of the contract and on whose compliance the contracting party may regularly rely), in cases of culpably caused injury to life, limb, or health, or in the case of claims under the Product Liability Act. The statutory limitation periods shall apply in their place. c) The statute of limitations periods for claims for damages also apply to reimbursement for futile expenses.
    • 4.4. For all claims, the statute of limitations begins upon delivery; for work performed, it begins upon acceptance.
    • 4.5. Unless otherwise expressly provided, the statutory provisions governing the commencement of the statute of limitations, the suspension of the statute of limitations, the interruption of the statute of limitations, and the recommencement of time limits remain unaffected.
    • 4.6. The foregoing provisions apply mutatis mutandis to claims for damages that are not related to a defect; with regard to the statute of limitations, see Section 8.4.1, first sentence.
  5. In the event of a defect, we are entitled to remedy the defect in accordance with § 439 of the German Civil Code (BGB) before any further rights under § 437 of the BGB can be asserted. If the customer chooses rectification (“repair”), it shall be deemed to have failed only after the third unsuccessful attempt. This does not apply if we refuse both types of rectification pursuant to Section 439(4) of the German Civil Code (BGB). We may refuse rectification as long as the customer is in default with its obligations, in particular payment obligations.
  6. The customer must, after consulting with our company, grant us the necessary time and opportunity to carry out all remedial measures that we deem necessary in our reasonable discretion; otherwise, we are released from liability for defects. Only in urgent cases where operational safety is at risk and to prevent disproportionately large damages—in which case we must be notified immediately—or if we are in default regarding the rectification of the defect, does the purchaser have the right to rectify the defect themselves or have it rectified by a third party and to demand reimbursement of the necessary costs from us.
  7. Of the direct costs incurred as a result of rectifying the defects or making a replacement delivery—provided the complaint has been found to be justified—we shall bear the costs of the replacement delivery, including shipping, as well as the reasonable costs of removal and installation; furthermore, if this can reasonably be required based on the circumstances of the individual case, we shall bear the costs of providing any necessary technicians and service personnel. In all other respects, the purchaser shall bear the costs, provided that the purchaser is a business entity.
  8. We assume no liability for any consequences resulting from modifications or repair work performed improperly and without our prior approval, whether by the customer or by third parties.
  9. Any further claims by the purchaser—in particular, a claim for compensation for damages not incurred to the delivered item itself—are excluded. This exclusion of liability does not apply in cases of willful misconduct, gross negligence, or culpable breach of material contractual obligations. Furthermore, the exclusion of liability does not apply in cases where liability arises under the Product Liability Act for personal injury or property damage resulting from defects in the delivered item. In the event of a culpable breach of material contractual obligations, we shall be liable only for damages that are typical for the contract and reasonably foreseeable, but not for consequential damages resulting from defects, including lost profits, provided that the purchaser is a business entity.
  10. The warranty provisions set forth above apply only to the purchase of brand-new goods. In the case of the sale of used machinery, liability for material defects is excluded to the extent permitted by law.
  11. Without prejudice to any further claims by WEHA, in the event of an unjustified complaint regarding a defect filed with WEHA, the purchaser shall reimburse WEHA for the costs incurred in inspecting and—if requested—rectifying the defect. Furthermore, if the purchaser reports a defect that, according to our inspection, does not exist, and if the purchaser was aware at the time of the report that the defect did not exist or was mistaken about this due to negligence, the purchaser shall compensate us for the resulting damages. Within the scope of the foregoing provisions, we are specifically entitled to demand reimbursement from the purchaser for the expenses we have incurred, such as those for inspecting the item or performing the repair requested by the purchaser. The purchaser is entitled to prove that the reported defect does in fact exist, as well as to prove that we have incurred no damage or only minor damage.

9. Withdrawal by the supplier

In the event of unforeseen circumstances as defined in Section 5 of these Terms and Conditions of Sale and Delivery, provided they have a significant impact on our operations, we reserve the right to withdraw from the contract in whole or in part. A deterioration in the purchaser’s financial situation or the subsequent discovery of facts that cast doubt on the purchaser’s creditworthiness also entitle us to withdraw from the contract. If we withdraw from the contract for the reasons stated above, the purchaser shall have no claims for damages.


10. Disclaimer/Limitation of Liability in the Event of Delay or Impossibility
  1. Our liability for damages, regardless of the legal basis—in particular due to default, impossibility of performance, breach of contract, breach of duty, or tort—is governed by the following provisions.
  2. In the event of a delay in delivery or impossibility of performance, our liability is limited to 5% of the order value of the item affected by the delay or impossibility.
  3. We shall not be liable for indirect or consequential damages—in particular, loss of production, business interruptions, loss of use, downtime costs, lost profits, lost savings, or other purely financial losses incurred by the customer—in cases of slight negligence.
  4. In the event of a breach of material contractual obligations (cardinal obligations) due to slight negligence, our liability is limited to foreseeable damages typical for this type of contract. Material contractual obligations are those obligations whose fulfillment is essential for the proper performance of the contract and on whose compliance the customer may reasonably rely.
  5. The foregoing limitations of liability do not apply:
    • in cases of willful misconduct or gross negligence,
    • in cases of injury to life, limb, or health,
    • in cases of fraudulent concealment of a defect,
    • in cases where a warranty has been assumed,
    • in cases of claims under the Product Liability Act,
    • or to the extent that liability is required by law.
  6. To the extent that our liability is excluded or limited, this also applies to the personal liability of our legal representatives, employees, vicarious agents, and other representatives.

11. Court of jurisdiction and choice of law
  1. The contracts and the legal acts that led to their conclusion and are undertaken for their performance are governed by German law, to the exclusion of any uniform statutory provisions, in particular the CISG (Convention on Contracts for the International Sale of Goods).
  2. For all disputes arising from the contractual relationship, if the customer is a merchant, a legal entity under public law, or a special fund under public law, Augsburg shall be the exclusive venue. We are also entitled to bring an action at the customer’s principal place of business.
12. Severability clause

If any provision of this contract is invalid or unenforceable, the remaining provisions shall remain unaffected. In such cases, the statutory provisions (§ 306 I BGB) shall apply.

October 2026