General Terms and Conditions of Raimund Wenzler GmbH
RW_AGB-E Revision: A / Date of issue 07. November 2024
Part I: General Terms and Conditions of Sale and Delivery
Part II: Special Terms and Conditions of Sale and Delivery for Internet Sales
Part I. General Terms and Conditions of Sale and Delivery
1. Subject matter of the contract and general information
1.1 All deliveries, services and offers of Raimund Wenzler GmbH, Instrumenten-Manufaktur,
Steigäcker 22, 78582 Balgheim (hereinafter referred to as “Seller”) are made exclusively on
the basis of these General Terms and Conditions of Sale and Delivery. These are an integral
part of all contracts that the Seller concludes with his contractual partners (hereinafter also
referred to as “Customer”) for the deliveries or services offered by him. They shall also apply
to all future deliveries, services or offers to the Customer, even if they are not separately
agreed again.
1.2 The following terms and conditions of sale and delivery are generally valid for all business
transactions, even if the customer has different terms and conditions. Even if the seller refers
to a letter that contains or refers to the terms and conditions of the customer or a third party,
this does not constitute agreement with the validity of those terms and conditions.
2. Offer and conclusion of contract
2.1 Our offers are always subject to change and non-binding, unless they are expressly labelled as
binding or contain a specific acceptance period. The Seller may accept orders or commissions
within fourteen (14) days of receipt. Acceptance shall be effected by confirmation or by
delivery of the order to the customer.
2.2 The legal relationship between the seller and the customer shall be governed solely by the
purchase agreement concluded in writing at , including these General Terms and Conditions
of Sale and Delivery. This fully reflects all agreements between the contracting parties on the
subject matter of the contract. Verbal promises made by the seller prior to the conclusion of
this contract are not legally binding and verbal agreements between the contracting parties
are replaced by the written contract, unless expressly agreed otherwise between the
contracting parties.
3. Model changes
We reserve the right to make changes in form.
4. Delivery and delivery time
4.1 Deadlines and dates for deliveries and services promised by the seller are always only
approximate, unless a fixed deadline or a fixed date has been expressly promised or agreed.
4.2 If shipments have been agreed, delivery periods and delivery dates refer to the time of
handover to the forwarding agent, carrier or other third party commissioned with the
transport, unless expressly stated otherwise by us.
4.3 The Seller may – without prejudice to its rights arising from the Customer’s default – demand
from the Customer an extension of delivery and performance deadlines or a postponement
of delivery and performance dates by the period in which the Customer fails to fulfil its
contractual obligations towards the Seller.
4.4 The Seller shall not be liable for impossibility of delivery or for delays in delivery insofar as
these are caused by force majeure or other events unforeseeable at the time of conclusion of
the contract (e.g. operational disruptions of all kinds, difficulties in procuring materials or
energy, transport delays, strikes, lawful lockouts, shortages of labour, energy or raw materials,
difficulties in obtaining necessary official permits, pandemics or epidemics, official measures
or the failure of suppliers to deliver correctly or on time), energy or raw materials, difficulties
in obtaining the necessary official authorisations, pandemics or epidemics, official measures
or the failure of suppliers to deliver or to deliver correctly or on time despite a congruent
hedging transaction concluded by the Seller) for which the Seller is not responsible. If such
events make delivery or performance significantly more difficult or impossible for the Seller
and the hindrance is not only of a temporary nature, the Seller shall be entitled to withdraw
from the contract. In the event of hindrances of a temporary nature, the delivery or
performance periods shall be extended or the delivery or performance dates shall be
postponed by the period of the hindrance plus a reasonable start-up period. If the customer
cannot reasonably be expected to accept the delivery or service as a result of the delay, he
may withdraw from the contract by immediate written declaration to the seller.
4.5 The Seller is only entitled to make partial deliveries if (i) the partial delivery can be used by
the Customer within the scope of the contractual purpose, (ii) the delivery of the remaining
ordered goods is ensured and (iii) the Customer does not incur any significant additional work
or additional costs as a result (unless the Seller agrees to bear these costs).
4.6 If the Seller is in default with a delivery or service or if a delivery or service becomes
impossible for him, for whatever reason, the Seller’s liability for damages shall be limited in
accordance with Part I Clause 8 of these Terms and Conditions of Sale and Delivery.
5. Place of fulfilment, dispatch, packaging, transfer of risk, acceptance
5.1 The place of fulfilment for all obligations arising from the contractual relationship, in
particular for delivery and payment, is Steigäcker 22, 78582 Balgheim, unless otherwise
agreed.
5.2 The dispatch of the goods shall in all cases be at the expense and risk of the buyer. The risk
shall pass to the customer at the latest when the delivery item is handed over to the
forwarding agent, carrier or other third party designated to carry out the shipment. If
dispatch or handover is delayed due to a circumstance for which the customer is responsible,
the risk shall pass to the customer from the day on which the delivery item is ready for
dispatch and the seller has notified the customer of this. Storage costs after the transfer of
risk shall be borne by the customer.
5.3 If no special shipping instructions have been agreed, we will choose the shipping route and
packaging at our discretion.
5.4 Insurance against transport damage, loss or other insurable risks will only be taken out at the
express request of the buyer and at the buyer’s expense.
5.5 The costs for packaging and delivery shall be borne by the customer.
6. Prices and payment, offsetting, advance payment
6.1 The prices apply to the scope of services and deliveries listed in the order confirmations.
Additional or special services shall be invoiced separately. Prices are quoted in EUR ex works
plus packaging, statutory VAT, customs duties for export deliveries as well as fees and other
public charges.
6.2 Our invoices are payable immediately and without deduction. Terms of payment deviating
from this will be stated on the invoice.
6.3 If the customer fails to pay by the due date, interest of 5% p.a. shall be charged on the
outstanding amounts from the due date; the right to claim higher interest and further
damages in the event of default shall remain unaffected.
6.4 Offsetting against counterclaims of the customer or the withholding of payments due to such
claims is only permissible if the counterclaims are undisputed or have been legally
established or arise from the same order under which the delivery in question was made.
6.5 The Seller is entitled to execute or render outstanding deliveries or services only against
advance payment or provision of security if, after conclusion of the contract, he becomes
aware of circumstances which are likely to significantly reduce the creditworthiness of the
customer and which jeopardise the payment of the Seller’s outstanding claims by the
customer arising from the respective contractual relationship.
7. Warranty, material defects
7.1 The warranty period is one year from delivery. This period shall not apply to claims for
damages by the customer arising from injury to life, body or health or from wilful or grossly
negligent breaches of duty by the seller or its vicarious agents, which shall in each case
become time-barred in accordance with the statutory provisions.
7.2 The delivered items must be carefully inspected immediately after delivery to the customer
or to the third party designated by the customer. With regard to obvious defects or other
defects that would have been recognisable during an immediate, careful inspection, they
shall be deemed to have been approved by the customer if the seller does not receive a
written notice of defects within seven (7) working days of delivery. With regard to other
defects, the delivery items shall be deemed to have been approved by the Customer if the
notice of defects is not received by the Seller within seven (7) working days of the time at
which the defect became apparent; however, if the defect was already apparent at an earlier
time under normal use, this earlier time shall be decisive for the start of the notice period. At
the Seller’s request, a rejected delivery item shall be sent to the Seller carriage paid. In the
event of a justified notice of defects, the Seller shall reimburse the costs of the most
favourable shipping route; this shall not apply if the costs increase because the delivery item
is located at a place other than the place of intended use.
7.3 In the event of material defects in the delivered items, the Seller shall initially be obliged and
entitled, at its discretion and within a reasonable period of time, to rectify the defect or
supply a replacement.
7.4 The place of fulfilment for subsequent performance is the seller’s place of business
(Steigäcker 22, 78582 Balgheim).
7.5 If a defect is due to the fault of the seller, the customer may demand compensation under the
conditions set out in Part I Clause 8.
7.6 The warranty shall not apply if the customer modifies the delivery item or has it modified by
a third party without the seller’s consent and this makes it impossible or unreasonably
difficult to remedy the defect. In any case, the customer shall bear the additional costs of
remedying the defect resulting from the modification.
7.7 Any delivery of used items agreed with the customer in individual cases shall be made to the
exclusion of any warranty for material defects. This also applies to customised products.
8. Liability for damages due to fault
8.1 Unless otherwise agreed, the following exclusions and limitations of liability shall apply to our
liability, irrespective of the legal grounds, notwithstanding the other statutory requirements
for claims, which shall also apply to our employees, vicarious agents and other third parties
whose services we use to fulfil the contract.
8.2 However, the following limitations of liability in this Clause 8 shall not apply to the Seller’s
liability for intentional behaviour, for guaranteed characteristics, for injury to life, body or
health or under the Product Liability Act.
8.3 The seller is liable for damages if he is guilty of intent or gross negligence. In the event of
simple negligence, the seller shall only be liable for damages resulting from injury to life, body
or health and for damages resulting from the breach of a material contractual obligation.
Material contractual obligations are those obligations whose fulfilment is essential for the
proper execution of the contract and on whose compliance the contractual partner regularly
relies and may rely. In the event of a breach of material contractual obligations, however, the
seller’s liability for simple negligence shall be limited to compensation for foreseeable,
typically occurring damage.
8.4 Insofar as the seller provides technical information or acts in an advisory capacity and this
information or advice is not part of the contractually agreed scope of services owed by him,
this is done free of charge and to the exclusion of any liability.
9. Retention of title
9.1 The delivered goods remain our property until full payment has been made and cannot be
pledged or transferred as security.
9.2 The customer must inform us immediately in writing if and insofar as third parties seize the
goods belonging to us. If third parties seize the goods subject to retention of title, the
customer shall draw attention to our ownership and inform us immediately so that we can
enforce our ownership rights.
9.3 The customer shall treat the goods belonging to us with care.
If the goods are sold beforehand, the resulting claim shall be deemed assigned to us. If
amounts are received from the claim, these are to be transferred to us.
10. Sales documents
Our catalogues and price lists may not be reproduced or reprinted, nor made available to
unauthorised persons.
11. Final provisions
11.1 Additions and amendments to the agreements made, including these General Terms and
Conditions of Sale and Delivery, must be made in writing to be effective. Telecommunication,
in particular by fax or e-mail, is sufficient to fulfil the written form requirement.
11.2 The law of the Federal Republic of Germany shall apply exclusively, with the exception of the
UN Convention on Contracts for the International Sale of Goods (CISG). The exclusive place of
jurisdiction for both parties is Rottweil (Germany).
11.3 If individual provisions of these Terms and Conditions of Sale and Delivery are or become
invalid in whole or in part, this shall not affect the validity of the remaining provisions. The
parties shall replace the void or ineffective provision with an effective provision that comes as
close as possible to it in economic terms, unless a supplementary interpretation of the
contract takes precedence or is possible. The same shall apply if the contract contains a
loophole not intended by either party.
Part II Special Terms and Conditions of Sale and Delivery for Internet Sales
All offers, purchase contracts, deliveries and services based on orders placed by our customers
(hereinafter “Customers”) via our online shop www.wenzler.de (hereinafter “Online Shop”) are
subject to the following Special Terms and Conditions of Sale and Delivery for Internet Sales in
addition to the General Terms and Conditions of Sale and Delivery in Part I.
1. Clientele, language
1.1 Our product range in the online shop is aimed exclusively at entrepreneurs (within the
meaning of Section 14 (1) BGB, i.e. natural or legal persons or partnerships with legal capacity
who are acting in the exercise of their commercial or independent professional activity when
concluding the transaction) as well as legal entities under public law and special funds under
public law, but in any case only to end customers. The customer confirms this when
registering and when placing an order in the online shop.
1.2 The customer’s terms and conditions shall not apply, even if the seller does not separately
object to their validity in individual cases.
1.3 Contracts with the customer are concluded exclusively in German or English, depending on
whether the customer places the order via the German-language or English-language page of
the online shop . If the customer places the order via our German-language website, only the
German version of these Special Terms and Conditions of Sale and Delivery shall apply. If the
order is placed via our English-language website, only the English version of these General
Terms and Conditions shall apply. English-language terms to which the corresponding German
terms are attached shall always have the meaning of the respective German term.
2. Offer and conclusion of contract
2.1 Our offers in the online shop are non-binding.
2.2 By placing an order in the online shop, the customer makes a binding offer to purchase the
relevant product. We can accept the offer until the end of the third (3rd) working day
following the day of the offer.
2.3 We will send the customer a confirmation of receipt of the offer immediately after receipt of
the offer, which does not constitute acceptance of the offer. The offer shall only be deemed
to have been accepted by us as soon as we declare acceptance to the customer (by e-mail) or
dispatch the goods. The purchase contract with the customer is only concluded upon our
acceptance.
3. Prices and payment, retention of title
3.1 Our prices are exclusive of statutory VAT and shipping costs. Customs duties and similar
charges shall be borne by the customer.
3.2 Unless expressly agreed otherwise, we only deliver against advance payment (in the manner
specified on the order form in the online shop).
3.3 The delivered goods shall remain our property until full payment has been made. In all other
respects, the provisions of Part I Clause 9 shall apply accordingly.
3.4 The customer shall have no right of set-off or retention unless the counterclaim is undisputed
or has been recognised by declaratory judgement.
4. Deadlines for dispatch, sales, partial deliveries
4.1 All deadlines for the dispatch of the goods specified by us in the order or otherwise agreed
shall commence, (i) if delivery against advance payment has been agreed, on the day of
receipt of the full purchase price (including VAT and shipping costs). The day on which the
goods are handed over by us to the shipping company shall be decisive for compliance with
the dispatch date.
4.2 Deadlines specified by us for the dispatch of the goods are always only approximate and may
therefore be exceeded by up to three (3) working days. This shall not apply if a fixed dispatch
date has been agreed. If no deadline or date for dispatch is specified or otherwise agreed,
dispatch within five (5) working days shall be deemed to have been agreed.
4.3 We are entitled to sell off the goods at any time (even if they are labelled as “in stock” on the
order form) if delivery is made against advance payment and payment is not received by us
within a period of five (5) working days after our acceptance of the offer. In this case,
despatch within the period agreed or specified by us shall only take place while stocks last.
4.4 If the goods cannot be delivered or cannot be delivered on time through no fault of our own,
we shall be entitled to withdraw from the purchase contract. We shall notify the customer of
the non-availability of the goods without delay and, in the event of cancellation, reimburse
any payments made to us without delay.
4.5 If the customer has purchased several separately usable products in one order, we may also
dispatch these in several separate deliveries, whereby we shall bear the additional shipping
costs incurred as a result. This shall not restrict the customer’s statutory rights with regard to
timely and proper delivery.
5. Shipping method and duration, insurance and transfer of risk
5.1 Unless expressly agreed otherwise, we shall determine the appropriate mode of dispatch and
the transport company at our reasonable discretion.
5.2 If the goods are dispatched in accordance with the agreements made with the customer
without us having undertaken any additional installation or assembly work, we shall only be
liable for the timely and proper delivery of the goods to the transport company and shall not be
responsible for any delays caused by the transport company. A dispatch period stated by
us (period between handover by us to the transport company and delivery to the customer)
is therefore non-binding.
5.3 The risk of accidental destruction, accidental damage or accidental loss of the delivered
goods shall pass to the customer upon delivery of the goods to the transport company,
provided that we only owe the dispatch in accordance with Clause 5.2.
6. Warranty and liability
6.1 If the delivered goods are defective, the provisions of Part I Clause 7 of the General Terms and
Conditions of Sale and Delivery shall apply accordingly.
6.2 We shall be liable in accordance with Part I Clause 8 of the General Terms and Conditions of
Sale and Delivery.
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