Terms and Conditions

WINI Office Furniture Georg Schmidt GmbH & Co. KG
Terms
of Delivery and Payment Effective: August 1, 2019

PDF version (German)
PDF version (English)
WINI General Terms and Conditions of Purchase (GTCP)
as a PDF
WINI Supplier Code of Conduct as a PDF

1. Offers
The following General Terms and Conditions of Delivery and Payment of WINI Büromöbel Georg Schmidt GmbH & Co. KG (hereinafter referred to as the “Supplier”) apply to all deliveries and services, even if reference is not made to them each time in dealings with customers (hereinafter referred to as the “Buyer”). All offers made by the Supplier are subject to change without notice. Only the agreements confirmed in writing are binding with respect to the content of the contract. Verbal or telephone agreements are non-binding. Third-party terms and conditions shall apply only if they have been expressly acknowledged by the Supplier in writing. Unless otherwise agreed, written, individual delivery offers shall be considered firm contractual offers for a period of two months. Thereafter, they are subject to change.

2. Order Confirmation
By confirming the order, the buyer accepts the terms of delivery and payment. All agreements—including amendments or additions—require written confirmation by the supplier. In the absence of an order confirmation, the invoice shall serve as the order confirmation. If, after sending the order confirmation or invoice, the supplier becomes aware of a significant deterioration in the buyer’s financial circumstances, the supplier may either make delivery contingent upon prior payment or the provision of other reasonable security, or may withdraw from the contract. This also applies in the event of information—going beyond mere suspicion—regarding correspondingly negative commercial conduct or payment practices.

3. Cancellation, Withdrawal, Acceptance
of Goods Contracts that have already been concluded may only be terminated expressly and by mutual agreement. If a contract is terminated at the buyer’s request, the supplier reserves the right to invoice the expenses incurred for transportation and installation costs and to claim damages for the proven expenses. The amount of damages is limited to 15% of the order value. With respect to goods custom-made or specially procured for the buyer, withdrawal is excluded. For goods that have already been in use (sample goods), a depreciation charge based on the period of use will be billed, amounting to 50% of the order price within the first year and 70% of the order price thereafter. The return of damaged goods is generally excluded.

4. Delivery
The goods, including any necessary packaging, will be shipped via a transportation company and vehicles of the supplier’s choice. Access for trucks and unloading must be ensured. The supplier reserves the right, upon prior notice, to use other shipping methods, such as general cargo or rail shipment, delivered free to the recipient’s designated general cargo terminal or railway station. Unless otherwise agreed upon and confirmed, delivery deadlines are not guaranteed, nor is a specific order of delivery on the delivery date. Events beyond the Supplier’s control that make it impossible for the Supplier to meet agreed-upon delivery deadlines, in whole or in part, shall release the Supplier from its obligation to perform for the duration of such events. This applies in particular to delivery delays caused by adverse weather and road conditions (black ice, snow, flooding, traffic jams, road closures, etc.), as well as a lack of or inadequate access to the unloading location. If the buyer requests special packaging, a specific shipping method, or delivery via a special trip, the resulting additional costs will be invoiced separately. For the duration of transport, the provisions of the GüKG/CMR and ADSp (always the most current version) apply.

5. Shipping
Costs Direct delivery to the end customer in Germany is provided free of charge (delivered to the first locked door) for individual shipments with a list value exceeding 5,000.00 euros. For a list value of less than 5,000.00 euros per shipment, we charge a flat rate of 148.00 euros. The delivery address must be provided with the order. Separate terms apply for international shipments.

6. Risk
of Loss When goods are shipped by the supplier’s vehicles or contracted carriers, the risk of loss passes to the buyer upon handover of the goods. The transport risk—that is, the risk of loss or damage to the goods during transit for which neither the supplier nor the recipient is responsible—is borne by the supplier, but only on the condition that the recipient immediately provides the supplier with a statement from the recipient or on the delivery note or waybill regarding the nature and extent of the established transport damage—including, to the extent possible, a detailed description of how it occurred—and countersigned by the carrier as acknowledgment. If the goods are picked up by the buyer using their own vehicles or through the buyer’s contracted freight forwarders, the risk passes to the buyer upon handover of the goods at the supplier’s business premises.

7. Delivery Time and Delivery Delays
The delivery time is specified in calendar weeks. The delivery date within the confirmed week is subject to change. If the supplier is prevented from fulfilling its obligation due to the occurrence of unforeseeable extraordinary events that it could not avert despite exercising the due care reasonable under the circumstances of the individual case—regardless of whether such events occurred at the supplier’s facility or at its suppliers’ facilities —in particular, government intervention, force majeure, war, natural disasters, operational disruptions, labor disputes, or delays in the delivery of essential raw materials and supplies—the delivery period shall be extended by a reasonable amount. The supplier shall be released from its obligation to perform if the aforementioned events render delivery or performance impossible. In this respect, the buyer reserves the right to rescind the contract. If the aforementioned impediments occur on the buyer’s side, the same legal consequences shall also apply to the buyer’s obligation to accept delivery. The contracting parties are obligated to notify the other party immediately of any impediments of the aforementioned nature. Framework agreements are limited to a maximum term of one year. Acceptance must take place no later than 30 days after the expiration of the framework agreement. For contracts for which no fixed delivery time can be confirmed (call-off orders), a minimum call-off period of 30 days applies unless otherwise agreed. Section 3 of the Terms of Delivery and Payment applies accordingly. If deliveries—including those under framework agreements or call-off orders—are not accepted by the due date, the supplier is entitled to invoice any resulting additional costs (e.g., due to storage, etc.) and to claim damages, which must be substantiated in detail.

8. Warranty
A warranty is provided for a period of two years from the date of delivery, covering all defects attributable to materials, workmanship, or design. No warranty can be provided for exact conformity with color samples or for the absolute uniformity of the veneers used on different pieces of furniture with veneered surfaces. Furthermore, the warranty does not cover natural wear and tear or damage resulting from improper handling—such as placement in damp adjoining rooms, storage in damp basements or attics, lack of protection from intense heat or light, improper cleaning or use, willful damage, or modifications to the furniture made by third parties. No warranty is provided for custom-made items manufactured according to the customer’s specifications or design documents, insofar as defects are attributable to these design documents. Warranty liability applies only if the defect is reported in writing to the supplier or its representative immediately upon discovery. The item in question must be taken out of service immediately. Warranty claims are excluded if the buyer has further processed or sold the goods after discovering the defect or after the buyer should have discovered it. The same applies if the buyer has carried out repair work on his own initiative.

9. Notices
of Defects Complaints regarding apparent defects must be reported to the supplier in writing within one week of the buyer’s receipt of the delivery. Deviations in dimensions and shape that are customary in the industry and technologically justified, as well as irreparable color variations—such as those inherent in the nature of the wood—do not constitute grounds for a complaint. Minor defects do not entitle the buyer to a right of retention. In the event of justified complaints, the supplier has the right to either repair the goods or provide a replacement delivery. Upon successful rectification of the defect or delivery of a replacement, the buyer’s interests are satisfied by reimbursement of the necessary costs incurred by the buyer, and the buyer hereby waives any further claims. The buyer is entitled to rescind the contract or seek a price reduction only if, in the event of a defect, the supplier fails to repair the goods or provide a replacement within a reasonable period of time, or if such action does not result in the elimination of the defect. Returns may be made only with the supplier’s consent. Returns for which the buyer is responsible shall be at the buyer’s expense. The supplier assumes no responsibility for any work—such as the installation of wall units, the electrical wiring of office workstations, etc.—carried out by the specialist dealer on its own responsibility.

10. Invoice
Due Date Unless other payment terms are agreed upon, invoices are due within 10 days with a 2% discount or within 30 days of the invoice date, net. If the agreed payment deadlines are exceeded, the consequences of default shall apply. By entering into a contract with the supplier, the buyer acknowledges that it waives the requirement for a written demand for payment. If the buyer is a business entity, default interest of 10% or, alternatively, 8% above the ECB’s base rate will be charged. Section 353 of the German Commercial Code (HGB) and Section 288 of the German Civil Code (BGB) remain unaffected. A cash discount deduction on new invoices is not permitted as long as older, due invoices remain unpaid. If payment deadlines are exceeded by more than 2 weeks, all of the Supplier’s claims arising from the deliveries shall become due immediately, even if different payment terms have been agreed upon in part. The right to claim further damages resulting from default remains unaffected.

11. Retention
of Title The Supplier retains title to the goods until all claims arising from the business relationship with the Buyer have been fully satisfied. The buyer is entitled to sell these goods in the ordinary course of business as long as the buyer fulfills its obligations arising from the business relationship with the supplier in a timely manner. However, the buyer may neither pledge the goods subject to retention of title nor assign them as security. In every case of sale, the Supplier remains the owner. If the Buyer fails to fulfill its obligations arising from the business relationship, the Supplier is entitled to demand the return of the goods subject to retention of title after issuing a notice of withdrawal. The buyer hereby assigns to the supplier, as security, any existing claims and rights arising from the sale or, if applicable, the rental (where permitted to the buyer) of goods to which the supplier holds title. The Supplier hereby accepts the assignment but reserves the right to reassign the claim. The Supplier is entitled to notify third parties of the assignment. Any processing or treatment of the goods subject to retention of title shall always be carried out by the Buyer on behalf of the Supplier. If the goods subject to retention of title are processed or inseparably combined with other items not belonging to the supplier, the supplier shall acquire co-ownership of the new item in the ratio of the invoice value of the goods subject to retention of title to the other processed or combined items at the time of processing or combination. If the Supplier’s goods are combined with other movable items to form a single item and the other item is to be regarded as the principal item, it is hereby agreed that the Buyer shall transfer proportional co-ownership to the Supplier to the extent that the principal item belongs to the Buyer. The buyer shall hold the ownership or co-ownership in trust for the supplier. In all other respects, the same provisions shall apply to the item created by processing or combination as to the goods subject to retention of title. The buyer must immediately notify the supplier of any third-party enforcement measures against the goods subject to retention of title or against the claims assigned to the supplier or other securities, and must provide the documents necessary for intervention; this also applies to impairments of any other kind. The Supplier undertakes to release the security to which it is entitled under the foregoing provisions at the Buyer’s request to the extent that the value of the security provided by the Buyer to the Supplier under this contract exceeds the claims to be secured by more than 20%.

12. Other Claims, Liability
Any other, further claims by the customer against the supplier are excluded. This applies in particular to claims for damages arising from a breach of obligations under the contractual relationship and from tort. The Supplier shall not be liable for damages that did not occur to the delivered goods themselves. In particular, the Supplier shall not be liable for lost profits or other financial losses suffered by the Buyer. The foregoing limitations of liability shall not apply in cases of willful misconduct, gross negligence on the part of the Supplier’s legal representatives or executive officers, or culpable breach of material contractual obligations. In the event of a culpable breach of material contractual obligations, the Supplier shall be liable—except in cases of intentional misconduct or gross negligence on the part of the Supplier’s legal representatives or executive officers—only for damages that are typical for the contract and reasonably foreseeable. Furthermore, the limitation of liability does not apply in cases where, under the Product Liability Act, liability arises for personal injury or property damage to items used for private purposes due to defects in the delivered goods. It also does not apply in cases of injury to life, limb, or health, or in the absence of warranties, if and to the extent that the warranties were specifically intended to protect the customer against damages not incurred to the delivered goods themselves. The exclusion or limitation of liability also applies to the personal liability of the Supplier’s employees, workers, staff, legal representatives, and vicarious agents.

13. Samples and Drawings
The Supplier reserves ownership rights and copyrights to illustrations, drawings, sketches, other documents, and samples. They must be returned immediately upon request and may not be disclosed to third parties without the Supplier’s consent. Unless otherwise agreed, samples must be returned within one month or purchased. Custom-made samples must always be purchased and are not eligible for exchange. Custom-made items are those that are not mass-produced or listed in price lists. Special color finishes based on color samples provided by the buyer are also considered custom-made items, unless otherwise agreed in writing. The buyer assumes liability for ensuring that the use of submitted drawings, samples, and similar materials does not infringe upon the rights of third parties.

14. Place of Performance and Jurisdiction
The place of performance for services and payments is the supplier’s registered office. The court at the Supplier’s place of business shall have exclusive jurisdiction over all legal disputes. German law shall apply exclusively.

15. Data Protection
The Supplier shall store and process personal and business-related data of the Buyer or third parties only in compliance with the provisions of the Federal Data Protection Act and other data protection laws.

16. Final
Provision If a court determines that individual provisions of this contract are void or unlawful—including as a result of changes in the law—this shall not affect the validity of the remaining terms and conditions of delivery.


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WINI Office Furniture Rights of Use for Image, Video, Audio, and Text Material

1. Image Rights: The image, video, and audio files and the rights to use them are the property of WINI Office Furniture Georg Schmidt GmbH & Co. KG, Auhagenstr. 79, D-31863 Coppenbrügge, and were created exclusively for WINI as the client. Use the WINI files only to the extent expressly authorized by WINI Office Furniture.

2. Rights of Use: WINI specialty retail partners are granted a limited right of use for the promotional and editorial use of the provided WINI images. The rights of use are divided into three levels:

Images in the WINI image database (https://wini.canto.global) and all affiliated portals that are marked with the note “Specialty Retail Presentation” may be used in non-advertising contexts. They may be used in direct communication with customers, e.g., for presentations, quotes, and planning. Such publications must be directly related to WINI corporate and product presentations.

Images in the WINI image database and all affiliated portals that are marked with the label “Specialty Retail Advertising” are authorized for promotional and editorial use by WINI specialty retail partners. For example, for publications in trade journals, use on websites, in product catalogs, on social media, or for similar purposes.

Images in the WINI image database and all affiliated portals marked with the label “WINI Public” may also be used by non-retail partners for editorial purposes.

Exceptions: The reference/project photos stored in the WINI image database are restricted to use in presentations and proposals. The use of reference/project photos on the Internet and in print media is reserved exclusively for specialty retail partners who were involved in the respective project. The use of so-called “WINI Highlight Images” (photos of individual products in unusual settings, such as in a stadium, on a building, or in a park) is permitted only with written authorization from WINI. A usage fee may apply for the use of these images. The use of images in which people are recognizable also requires prior consultation in accordance with the right to one’s own image and is permitted only in individual cases.

All WINI images may not be altered or distorted in content. The reproduction of WINI images must always be directly related to WINI product or company presentations.

WINI images may not, as a general rule, be shared with third parties. In exceptional cases, special permission may be obtained from WINI. In such cases, please contact marketing@wini.de. Unauthorized use of WINI images and files is not permitted. In particular, it is prohibited to alter or remove logos, brand names, product, design, and name information, copyright notices, or other details from the content.

3. Image Credit: When using WINI images, an image credit must always be clearly indicated: “Photo: © WINI” or “Photo: © WINI Office Furniture.” Alternatively, a reference to the image source “WINI Office Furniture” must be included in the legal notice.

4. Approval and Specimen Copies: Prior to any publication, WINI must receive, without being asked, a sample/draft/layout for approval, as well as two specimen copies after publication. Please send to: WINI Büromöbel Georg Schmidt GmbH & Co. KG | Marketing Department | Auhagenstr. 79 | D-31863 Coppenbrügge-Marienau. marketing@wini.de or info@wini.de

5. Termination: We reserve the right to terminate this agreement granting the right of use at any time without providing a reason. In the event of a violation, WINI reserves the right to pursue criminal charges.

WINI Office Furniture | Coppenbrügge, February 2019.