WINI Büromöbel Georg Schmidt GmbH & Co. KG
General terms of Delivery and Payment
The following General terms of Delivery and Payment of the company WINI Büromöbel Georg Schmidt GmbH & Co. KG (in the following referred to as the Supplier) apply to all deliveries and services also if not explicitly mentioned each time towards the customers (in the following referred to as the Buyer). All offers of the Supplier are subject to confirmation. The provisions of the Agreement are only binding if they were agreed in writing. Verbal agreements or agreements by phone are not binding. Foreign Terms and Conditions shall only apply if the Supplier has accepted them explicitly in writing. Written, individual offers are binding for a period of two months – unless otherwise agreed. After this period they are non-binding.
2. Order confirmation
With his order confirmation the Buyer acknowledges the General terms of delivery and payment. All agreements - including alterations or supplements – need to be confirmed in writing by the Supplier. If there is no order confirmation the invoice will be deemed to be the order confirmation. Should it happen that after the order confirmation or the invoice has been sent, the Supplier comes in possession of information casting doubt on the state of the Buyer's finances, the Supplier may either request advance payment or another reasonable security before delivering the goods or the Supplier may withdraw from the contract. This shall also apply in case of information about a corresponding negative business attitude or method of payment which goes beyond a mere suspicion.
3. Cancellation, Termination, Taking goods back
Already concluded agreements may only be canceled explicitly and by mutual agreement. If an agreement is canceled on request of the Buyer, then the Supplier reserves the right to invoice the expenses arising from transport and installation and to claim compensation for the proven expenditures incurred. The level of compensation shall be limited to 15% of the invoiced order value. Goods which have been especially produced or provided for the Buyer are excluded from the right of withdrawal. For goods which have already been used (samples) a reduction in value will be invoiced. This reduction will be 50% of the order price within the first year and after that, 70%. Taking damaged goods back is excluded.
The goods are delivered including eventually necessary packing by transport companies and motor vehicles at Supplier's discretion. Approach and unloading of the truck must be ensured. The Supplier reserves the right to select – after appropriate advice – other modes of shipment like e.g. dispatch as general cargo or by railway wagon free cargo place respectively railway station of the receiving party. Terms of delivery or a specific temporal sequence of the delivery on the delivery day can only be guaranteed if they were especially agreed upon and confirmed beforehand.
Events for which the Supplier cannot be held responsible and which prevent him in whole or partially to fulfill the agreed delivery times shall release the Supplier for their duration from Supplier's duty of performance. This shall especially apply in case of exceeded terms of delivery due to adverse weather and road conditions (ice/snow/floods/jams/road closures etc.) as well as lacking or inadequate access roads to the unloading place. Should the Buyer demand a special packing, mode of dispatch or a delivery via extra tour then the incurring excess costs will be invoiced separately. For the duration of the transport the provisions according to GüKUMT/ADSp/KVO/CMR shall apply.
5. Transport costs
In Germany direct deliveries to the end customer from a gross value of 4.000,00 Euro per delivery are delivered franco domicile, carriage paid (behind the first closed door). For deliveries with a gross value below 4.000,00 Euros per delivery we will charge 6.5 % of the net invoice amount, but at least 100,00 Euro. Deliveries "free to the point of use“ have to be agreed separately with the responsible official. Full delivery address data have to be supplied in the p.o.
Different conditions apply abroad.
6. Transport risk
The Supplier bears the transport risks up until the transfer of the goods to the Buyer if the goods are transported by his own vehicles or contract carriers. The transport risk, i.e. the risk of a loss and/or a damage of the goods during the transport for which neither the Supplier nor the recipient can be held responsible, bears the Supplier but only under the condition that the recipient confirms on the delivery note or on the consignment note the nature and extent of any damage incurred during the journey, as far as possible specifying in writing the cause of the damage, and under the further conditions that the signature of the driver concerned is obtained and that the Supplier is provided with this information without delay. Should the Buyer collect the goods himself or have them collected by a hauler working for him the transport risks are transferred to the Buyer simultaneously with the collection of the goods.
7. Delivery time and impediments to supply
The delivery time is stated in calendar weeks. The day of delivery in the week confirmed remains reserved. If the Supplier is prevented from fulfilling its obligation through the occurrence of unforeseeable extraordinary circumstances, which the Supplier was unable to avert in spite of reasonable care in the circumstances – equally whether they occurred in the premises of the Supplier or in that of its pre-supplier – particular interventions by governments or their authorities, force majeure, war, disasters, traffic breakdowns, strikes, delays in the delivery of important raw materials, then the period for delivery shall be extended by a reasonable extent. The Supplier shall be released from its obligation of delivery if due to the above mentioned occurrences the delivery or service becomes impossible. Insofar the Buyer shall have a rescission right. If the above mentioned impediments occur at the Buyer then the same legal consequences shall apply to Buyer's purchase obligation.
The contracting parties are obliged to inform the respective other party without delay about such impediments as mentioned above. Framework contracts are limited to a maximum term of one year. Acceptance has to take place at the latest within 30 days after expiry of the framework contract. For contracts for which no fixed delivery time can be confirmed (call orders) a minimum call period of 30 days – unless otherwise agreed – shall apply. Point 3 of the General Terms of Delivery and Payment shall apply accordingly. If deliveries including those arising from framework or call-off orders are not taken at due date, then the Supplier shall have the right to invoice the additional costs thus incurred (e.g. through storage etc.) and to claim compensation which has to be proven in detail.
A warranty is assumed for the duration of two years starting from the delivery date. Included are all deficiencies which have their causes in material, processing and construction. We do not assume any warranty for an exact correspondence with color patterns nor for the absolute uniformity of used veneers in case of various furniture with veneered surface.
Further the warranty does not include the natural wear and tear, as well as damages due to improper handling like e.g. placing furniture in wet side rooms, storage in wet basements or on attics, absence of protection against extremely strong influence of heat and light, inappropriate cleaning and handling, willful damage as well as modification of the furniture by third parties. We do not assume any warranty for special designs which are manufactured according to the instructions or specifications of the customer as far as the deficiencies have their causes in these construction documents. A warranty liability only comes into effect if the Supplier or its representative is informed about the defect immediately after discovery in writing. The use of the claimed item has to be stopped without delay. Warranty liabilities are excluded if the Buyer processed the goods further or sold them after he detected or should have detected the defect. The same shall apply in case the Buyer has modified the delivered item arbitrarily.
Notices of identifiable defects must be notified to the Supplier in writing within one week after receipt of the good at the Buyer. Technologically justified divergences in the measurements, the form as well as color deviations which cannot be corrected because they lie in the nature of the wood are no grounds of complaint. Slight defects do not reason a right of retention of the Buyer. In case of justified complaints the Supplier shall have the option to rework the goods or supply a replacement. After the successful elimination of the defects respectively supply of a replacement and the reimbursement of the necessary costs incurred to the Buyer, the interests of the Buyer shall be considered as counterbalanced and the Buyer will refrain from further claims.
The Buyer is only entitled to demand withdrawal or reduction if the Supplier in the event of a defect omits to repair or replace the object within a reasonable term or if with these approaches the defect could not be remedied. Goods may only be returned with the express agreement of the Supplier. Returns for which the Buyer is responsible are at the expense of the Buyer. The Supplier does not assume any responsibility for works like fixing wall units, electrification of office work places etc. which are performed by the specialized dealer on its own responsibility.
10. Terms of payment
Invoices become due – unless otherwise agreed – within 10 days less 2% discount or within 30 days net after the date of invoice. If the Buyer is in arrears with his payment, the consequences of default come into effect. In entering into the contract with the Supplier the Buyer acknowledges to renounce the requirement of a reminder. Insofar as the Buyer is an entrepreneur, default interest in the amount of 10% or optionally 8% over the base rate of the EZB are billed additionally. Art. 353 HGB (German Commercial Code) and Art. 288 (Civil Code) remain unaffected. No deduction of discounts on new invoices is permitted if older due invoices have not been paid. If the periods for payment are exceeded by more than 2 weeks, the total remaining debts of the Supplier shall become due immediately, also if partially other payment conditions have been agreed upon. The right to further damage caused by default shall remain unaffected.
11. Reservation of title
The Supplier retains the property right to the goods until all receivables from the business relation with the Buyer have been paid. The Buyer is entitled to sell the goods in the normal course of business as long as the Buyer meets his obligations from the business relation with the Supplier in a timely manner. However, the Buyer has no right to pledge or assign the reserved goods. In any case of sale the Supplier remains the owner of the goods. If the Buyer does not meet his obligations resulting from the business relation, the Supplier is entitled to reclaim the goods without notice of withdrawal. The Buyer assigns existing claims and rights deriving from the sale or any hiring of goods, for which the Supplier may have given the Buyer permission and to which the Supplier has property rights, to the Supplier as security. The Supplier herewith accepts this assignment but reserves the right to re-assign the claim. The Supplier shall be entitled to notify the assignment.
Eventual processing and working up of the reserved goods shall be made always by the Buyer for the Supplier. Should the reserved goods be processed or inseparably combined with other items not belonging to the Supplier, then the Supplier shall acquire co-ownership of the new item created in the ratio of the value of the goods supplied under reservation of title to the value of the other goods combined or mixed at the time of combination or mixing. If the goods of the Supplier are combined with other movable items to form a single product and the other product is deemed to be the principal product, the Buyer shall transfer joint ownership to the Supplier on a pro rata basis, as far as the principal item belongs to him. The Buyer shall store the property or co-property for the Supplier. Otherwise, for the items created by processing or combining the same shall apply as to the item delivered subject to reservation of title. In the event of debt execution measures by third parties against the reserved goods or the assigned claims or other securities, the Buyer shall notify the Supplier immediately; this shall also apply to other types of restrictions. The Supplier undertakes to release at the request of the Buyer the securities due to him according to the provisions above insofar as the value of the securities which the Buyer has provided to the Supplier according to this contract, exceed the claims to be secured by more than 20%.
12. Other claims, Liability
Excluded are other and further claims of the Buyer against the Supplier. This particularly applies to claims of damages because of the breach of obligations arising from the debt relationship and acts which are not permitted. The Supplier does not assume any liability for damages that have not occurred on the delivered goods themselves. First of all the Supplier does not assume any liability for lost profits or other economic loss of the Buyer. The above limitations of liability shall not apply in cases of intent, gross negligence on the part of the Supplier’s statutory representatives or managerial employees or culpable breach of material contractual obligations. In cases of culpable breach of primary contractual duties the Supplier is liable – except in cases of intent or gross negligence of the statutory representatives or managerial employees – only for damages which are reasonably foreseeable in connection with contracts of this type. The limitation of liability also does not apply in cases where liability exists pursuant to the Product Liability Act for personal injury or property damage to privately-used objects. It is also not applicable in case of injury of life, body or health and in the absence of guaranteed characteristics, if, and insofar as the object of the guarantee was to cover the Buyer against any losses not deriving from the goods supplied themselves. The liability exclusion respectively limitation of liability also applies to the personal liability of employees, staff, legal representatives and vicarious agents.
13. Samples and drawings
The Supplier retains the title to and copyright on pictures, drawings, sketches, other documents and samples. These shall be sent back to the Supplier, when requested, and shall not be passed on to third parties without Supplier's permission. Samples are to be returned within one month – unless otherwise agreed – or can be purchased. Custom-made samples must always be bought and cannot be exchanged. Custom-made items are such articles which are not produced in series or listed in price-lists. Especial colors according to provided sample colors are also regarded as customized items – unless otherwise agreed in writing. The Buyer assumes the liability that by using the provided drawings, samples and similar aids, the rights of third parties will not be injured.
14. Place of performance and jurisdiction
Place of performance for the performances and payments is the domicile of the Supplier. For all legal disputes only the court at the domicile of the Supplier shall be responsible.
WINI Büromöbel - Rights of use for image and text material
The pictures and texts and their rights of use are property of WINI Büromöbel
Georg Schmidt GmbH & Co. KG, Auhagenstr. 79, 31863 Coppenbrügge.
The pictures and texts have been exclusively created for WINI Büromöbel Georg Schmidt GmbH & Co. KG.
As WINI representative you have the possibility to get an unrestricted right of use for the commercial and editorial use of WINI pictures and texts e.g. on websites, in product catalogues, presentations, plannings or the like. The reproduction of the WINI pictures and/or texts must thereby always be in a direct context with the products of WINI Büromöbel. Please use therefore pictures and texts which you receive from WINI - of whatever type they are - only to the extent explicitly released by WINI Büromöbel. Thus, for example, the release of a reproduction of a picture/text in a flyer does not automatically include the release to place the picture/text on a homepage.
In principle WINI pictures and texts may not be passed on to third parties. In exceptional cases you may ask WINI for a special permission. An unauthorized use is forbidden. Pictures may not be modified or their content be falsified. The use of so-called WINI „Highlight motifs“ (pictures from products in an unusual environment like e.–in a stadium, on a building or in a park) needs the prior written permission of WINI. Where appropriate, an utilization fee may become due for the use of those motifs. Also the use of „People pictures “ needs the prior approval of WINI and is only permitted in special cases.
When using WINI pictures and texts you always have to mark them:
„Source : WINI Büromöbel“ or „Source: WINI“.
Alternatively you may refer to the image source WINI Büromöbel in the Impressum.
Coordination and specimen copy:
Before any publication one sample/draft/Layout has to be sent to WINI for release – without being asked to do so – and after publication WINI shall receive two corresponding specimen copies.
Georg Schmidt GmbH & Co. KG
Department Marketing + Kommunikation,
Auhagenstraße 79, 31863 Coppenbrügge, Germany
E-Mail: email@example.com oder firstname.lastname@example.org
In the event of non-compliance WINI reserves the right of penal consequences.
Coppenbrügge, Januar 2015