Weinheimer Leder (WL) General Terms and Conditions of Business

1. Scope
These terms and conditions of business shall apply to all contracts, deliveries and other services to our customers. We shall not accept any deviating terms of our customers unless expressly agreed by us in writing.

2. Contract conclusion and content of the contract
2.1. Our offers, prices as well as cost estimates are always subject to change. They are merely quotes, i. e. an invitation to our customers to make us an offer. The contract shall be deemed concluded only once we confirmed the order in writing. For the type and volume of our delivery, only our written order confirmation shall be decisive. Electronic printouts designated as binding shall be deemed a written order confirmation. In case of aggregate offerings the prices stated therein shall apply only, if the order is placed for all items contained in the offering. In case we do not confirm the order in writing, the contract shall be deemed concluded upon the performance of the order at the latest.
2.2. Any representations given by our agents over the telephone or made verbally shall require written confirmation in order to be legally valid.
2.3. Upon placing the order, the customer makes a binding statement that it wishes to purchase the goods ordered. The customer hereby agrees that no receipt of the acceptance shall be necessary.
2.4. Any specimens or samples delivered are for guidance purposes only; in case the purchase is made on the basis of a specimen or sample, the qualities of the sample shall not be guaranteed.
2.5. The conclusion of the contract shall be subject to our receiving the correct supplies from our own suppliers in a timely manner. In case of impossibility without fault on our part we shall be entitled to rescind the contract within four days after receipt of the information of non-performance. In this case the customer shall not be entitled to claim damages.

3. Description of services and supplies
3.1. The quality of the supplies or services shall be described by conclusive, expressly agreed performance features (e. g. specifications, designations, approval or other details). Any performance features other than the ones expressly agreed as well as other qualities of the supplies and services shall not be owed.
3.2. Any warranty for fitness for a particular purpose or a special suitability is made only to the extent that this has been expressly agreed in writing. We reserve deviations from physical or chemical values including colours, formulas, procedures and the use of raw materials, if such deviations are usual in the trade or cannot be avoided technically.
3.3. Specifications regarding the supplies and services (e. g. in catalogues, product information, electronic media or on labels) are based on our general experience and knowledge and are merely guidelines or descriptions. Both the product specifications as well as any expressly agreed performance features/purposes shall not release the customer from its obligation to test the fitness of the product for its intended purpose.
3.4. Information given on our products relating to their quality and field of application shall not constitute any guarantees or assurances, unless expressly designated as such in writing.

4. Delivery and passing of risk
4.1. Delivery dates and periods that have not been expressly agreed as binding are non-binding statements only.
4.2. The delivery period is kept, if the delivery item has left our warehouse by the end of the delivery period or if we notified the customer that the delivery item is ready for dispatch. The delivery period does not start running as long as the customer fails to meet its obligations such as providing technical data and documents, permissions and making a down payment or handing over a payment guarantee in the proper manner.
4.3. Unless agreed otherwise in the contract the goods ordered shall be delivered to the address provided by the customer on account of and at the risk of the customer.
4.4. Call orders and partial deliveries shall in any case require a written agreement on the delivery time. We shall be entitled to make partial deliveries. These shall be deemed independent transactions. The volumes to be delivered may exceed or fall short of the agreed volume by up to 10%. In case of small orders or orders that deviate from the standard programme, we shall reserve the right to charge for the minimum volume and/or a minimum fee.
4.5. Events such as force majeure or other circumstances for which we are not responsible and which render the timely performance of orders taken impossible shall suspend our duty to deliver for the time such event lasts.
4.6. In the event that insolvency proceedings are commenced, a statutory declaration on the disclosure of assets is made, payment difficulties arise or it becomes known that the financial situation of the customer has deteriorated significantly, we shall be entitled to immediately cease deliveries and to refuse performance of ongoing contracts, if the customer fails to pay consideration or fails to provide adequate security upon our request.
4.7. We shall be entitled to be released from the duty to perform the contract, if the goods have not been supplied by our suppliers on time or if wrong goods were delivered or delivery was incomplete. This reservation shall apply only, if we are not responsible for the non-supply, i. e. if we concluded on time a contract with the supplier on the same supplies, we owe to the customer to perform the contractual duties. If the goods are not delivered we shall immediately notify the customer thereof and reimburse the purchase price as well as shipping costs.
4.8. The risk of accidental loss and accidental deterioration of the goods shall pass upon the delivery of the goods to the shipper, carrier or other person commissioned to deliver the goods.

5. Retention of title
5.1. We shall retain title to any and all goods delivered by us until all claims we have against the customer arising from our business relationship including conditional claims are settled. In this respect all deliveries shall be deemed one coherent delivery transaction. In case of current accounts the title retention shall act as security for our outstanding claims. The aforementioned provisions shall also apply to claims arising in the future.
5.2. The customer shall be entitled to resell, process or mix the goods within the course of ordinary business, however, the customer hereby assigns to us any and all claims arising from the reselling, processing or mixing or other legal grounds in relation to the purchase item (in particular claims arising under insurance contracts or tort) equalling the final amount of the invoice agreed with us (incl. VAT). In the event that the purchase item is used by the customer in order to perform contracts for work and services or contracts for work and materials, such use shall be considered the same as selling the purchase item.
5.3. The retention of title also extends to the products that are the result of the processing, mixing, or connecting of our goods at their full value and such processing, mixing, or connecting of our goods shall be done on our behalf, so that we are considered the manufacturers of such goods. If, when processing, mixing, or connecting our goods with third party goods, the third parties remain the owners of such goods, we shall become co-owners of the new item in relation to the value of the goods under title retention (invoice amount incl. VAT) to the other mixed items at the time of mixing. If due to the mixing the item of the customer is to be regarded as the main item, the customer and we agree that the customer shall transfer ownership of this item to us and we hereby accept the transfer. The customer shall keep safe on our behalf free of charge any items in which sole or co-ownership was created this way.
5.4. While the goods are under title retention the customer shall be prohibited from pledging or assigning as security the goods under title retention.
5.5. The goods may be resold only by resellers within the ordinary course of business and only provided that the reseller receives payment from its customers or declares vis-à-vis its customers that ownership of the goods is transferred to its clients only once they fulfilled their obligations. The customer hereby assigns to us the claims regarding the goods under title retention arising from the reselling or any other legal ground in the full amount of the invoice (including VAT). We hereby accept the assignment.
5.6. The client shall be entitled to collect the claim from the reselling despite the assignment as long as we have not revoked this permission. We shall not collect the claim ourselves as long as the customer properly meets its payment obligations towards us.
5.7. Upon our first written request, the customer shall provide to us the identities of the debtors of the assigned claims and notify the debtors of the assignment.
If an application to commence insolvency proceedings is made regarding the assets of the customer, or if payments ceased, a statutory declaration on the disclosure of assets is made or a change of ownership in the customer's company takes place as a result of payment difficulties, the permission to resell and to collect claims that have been assigned to us shall be revoked automatically.
5.8. The customer shall, with the care of a prudent businessman, keep safe free of charge the goods in which we have ownership or co-ownership and shall insure them against the risk of fire, burglary, theft and other usual risks.
5.9. The customer shall immediately notify us of any pledging or any other third party interference with our ownership rights and shall provide written confirmation of ownership vis-à-vis both the third party and ourselves. The customer shall bear any remaining costs we will incur despite winning any subsequent legal dispute.
5.10. If the customer partially defaults in payments, or if it is overindebted or ceased payments or an application for insolvency has been made, we shall be entitled to immediately repossess any and all goods still under title retention; likewise we may assert any further rights arising from the title retention immediately. This shall also apply in case of any other significant deterioration of the customer's financial situation.
5.11. The repossession of the goods shall constitute a rescission of the contract only, if expressly declared by us. The costs incurred by us due to the repossession (in particular shipping costs) shall be borne by the customer. The customer may demand delivery of the repossessed goods only after full payment of the purchase price and costs.
5.12. The customer shall grant to us and our agents access to all of its business premises during business hours.
5.13. We shall be entitled to exploit the goods under title retention with the care of a prudent businessman and to use the proceeds to satisfy our outstanding claims.

6. Prices, VAT and payment
6.1. Our prices are stated in euros, ex works and exclusive of VAT.
6.2. We may adjust our prices in case of any unexpected changes in costs of raw materials, wages, energy or other changes in costs, if we are not responsible for such changes.
6.3. In case of partial deliveries, we may invoice each delivery separately.
6.4. We are under no obligation to accept cheques or other payment promises, their acceptance is always subject to final settlement.
6.5. If the customer fails to make payment by the due date, it shall be deemed in default without any further reminder being necessary. In case of default in payment we shall be entitled to charge interest for the period of delay in the amount of 8% p. a. above the base lending rate.
6.6. In case of defects the purchaser shall not have a right of retention, if this would be disproportionate in view of the defects and the anticipated costs of subsequent performance (in particular rectification of defects).
6.7. We shall be entitled to use payments of the customer to settle the customer’s older debts first. We shall notify the customer of the kind of settlement. In case costs and interest have already been incurred, we shall be entitled to set off the payment first against the costs, then against interest and finally against the primary claim.
6.8. The customer shall be entitled to set off only if the counterclaim is undisputed or has been established by final judgement.
6.9. In case the customer defaults in payment, we may also claim damages in accordance with the statutory provisions.
6.10. We shall not pay interest for advance or instalment payments.

7. Material defects, warranty, damages
7.1. The customer shall immediately notify us in writing of any existing defect. Failing this, the goods shall be deemed accepted unless the defects could not be identified when examining the goods. In addition, sections 377 et seqq. HGB (commercial code) shall apply.
7.2. In case deliveries contain defective goods we shall first get an opportunity to sort out the defective goods and rectify the defect or provide a replacement before the goods are further processed unless this is unreasonable for the customer. In case we are unable to do this or fail to do this without delay, the client may rescind the contract and return the goods at our risk.
7.3. In urgent cases, the customer may, after consulting us, rectify the defect itself or have it rectified by third parties.
7.4. If, despite complying with the obligation under section 377 HGB, the defect is only discovered after commencement of the production process, then the customer may demand subsequent performance (at our option, either rectification or a replacement delivery). In case of a replacement delivery the customer shall return the defective item to us upon request.
7.5. The customer may rescind the contract or reduce the purchase price only if the defect cannot be rectified within a reasonable period, the subsequent performance would come with disproportionate costs, or would be unreasonable or has to be considered as failed for other reasons.
7.6. However, if the defect is only minor, the customer shall not have the right to rescind the contract.
7.7. In case of a complaint the customer must immediately give us an opportunity to check the item complained about; in particular, it must provide to us the relevant item upon our request and at our costs. In case the complaint is not justified, we reserve the right to charge the customer for shipping costs as well as expenses in relation with the checking.
7.8. There are no claims for defects, if the defect is due to unsuitable or improper use or storage, wrong or careless treatment or assembly, or natural wear and tear or if it is due to interference with the delivery item by the customer or third parties.

8. Liability
8.1. We shall be liable in accordance with the statutory provisions, if the customer claims damages on the basis of intentional conduct or gross negligence by us or our representatives or vicarious agents. Unless we committed a breach of contract intentionally, our liability for damages shall be limited to foreseeable, typical loss or damage. The same shall apply, if the customer is entitled to damages in lieu of performance.
8.2. We shall be liable in accordance with the statutory provisions, if we culpably committed a breach of a fundamental contractual duty; our liability for damages in this case shall be limited to foreseeable, typical loss or damage as well.
8.3. The liability for culpable injury to life, limb or health shall remain unaffected; this shall also apply to the compulsory liability under the product liability act.
8.4. Unless agreed otherwise in the above provisions, any and all liability shall be excluded.
8.5. For infringements of third party rights we shall be liable in accordance with the above provisions, if and insofar as third party rights that are valid in the Federal Republic of Germany and are published at the time of our delivery, are infringed in the course of the contractual use of our goods. This shall not apply if we manufactured a delivery item in accordance with samples, descriptions or specifications provided by the customer and had no knowledge or could not have any knowledge in connection with the products developed by us that this would infringe third party rights. In this case, our customer shall be liable for any infringement of third party rights that have already occurred or that occur in the future. The customer shall immediately notify us of any possible or alleged infringement of third party rights of which it becomes aware and shall indemnify us against all third party claims and costs and expenses incurred.

9. Limitation
In case of claims on the basis of defects of the products delivered, the limitation period shall be one year from the delivery of the products. Otherwise, the statutory provisions on limitation shall apply. Claims to a reduction of the price as well as rescission shall be excluded to the extent that the right of subsequent performance is time-barred.

10. Place of performance, jurisdiction, miscellaneous
10.1. The customer may assign its claims arising from the contract only following our prior consent.
10.2. The exclusive place of jurisdiction for any and all claims arising from the business relationships, in particular our deliveries shall be Weinheim/Bergstraße. The same jurisdiction shall apply if the customer at the time of the commencement of court proceedings is not subject to general jurisdiction in the Federal Republic of Germany.
However, we shall be entitled to sue the customer at the competent court of its registered office.
10.3. If the customer‘s registered office is located abroad we shall also be entitled to have any arguments or disputes arising from or in connection with our business relationship decided according to the arbitration regulations of the Zurich Chamber of Commerce by one or three arbitrators appointed under those regulations while excluding the jurisdiction of the ordinary courts. The arbitration panel has its seat in Zurich, Switzerland. The arbitration proceedings shall be conducted in German language. The arbitration award shall be final and binding on both parties.
10.4. The law of the Federal Republic of Germany shall apply exclusively. The application of the UN Convention on the International Sale of Goods shall be excluded.
10.5. In case more than one interpretation is possible and /or in case of doubt, the German version of these Terms and Conditions shall prevail.
10.6. All information shall be treated in accordance with the applicable data protection provisions. The principal is hereby notified under section 33, subsection 1 of the Federal Data Protection Act of the fact that its personal customer data are collected, processed and stored only to perform the contract. If necessary, the disclosure of personal customer data shall take place only to the extent necessary to process the order. This also applies for the purposes of credit checks. There shall be no disclosure to third parties in addition to this.

11. Severability
Should individual provisions of this contract be or become invalid or unenforceable, this shall not affect the validity of the contract as a whole. The invalid provision shall be replaced by a valid provision that comes as close as possible to the intended purpose of the invalid provision.