General terms and conditions for commercial customers

§ 1 General - Scope of application

1. Definitions Entrepreneurs within the meaning of the terms and conditions are natural or legal persons or partnerships with legal capacity with whom business relations are entered into and who, when concluding a legal transaction, act in the exercise of a commercial or independent professional activity. Customers within the meaning of the Terms and Conditions are exclusively entrepreneurs. The user within the meaning of the terms and conditions is Wellcomet GmbH, Am Mantel 4 A, 76646 Bruchsal.
2. The terms and conditions of business shall always apply in the version they had at the time of their inclusion in the contract.
3. Deviating, conflicting or supplementary General Terms and Conditions shall not become part of the contract, even if known, unless their validity is expressly agreed to in writing by the user.
4. The user is entitled to amend these General Terms and Conditions. He is only authorized to do so insofar as changes are necessary to take account of changes in the legal situation and new supreme court rulings. He is not entitled to replace clauses not affected by amendments.
4.1 The user must inform the contractual partner of any changes.
4.2 The contractual partner is entitled to object to amendments by submitting a declaration to this effect within two weeks of becoming aware of the amendments. If the contractual partner does not make an express declaration within this period, his consent to the change shall be deemed to have been given. The user undertakes to inform the contractual partner of the fictitious declaration at the beginning of the period and to inform him of the expiry of the period. If the contractual partner objects to the inclusion of the new General Terms and Conditions, the terms and conditions included when the contract was concluded shall continue to apply.
4.3 The objection shall not constitute good cause for extraordinary termination on the part of the user.

§ 2 Conclusion of contract

1. Offers of the user are subject to change without notice unless otherwise agreed in writing. Technical changes as well as changes in shape, color and / or weight remain reserved within reasonable limits.
2. By ordering goods, the customer makes a binding declaration that he wishes to purchase the ordered goods. The user is entitled to accept the contractual offer contained in the order within two weeks of receipt. Acceptance can be declared either in writing or by delivery of the goods to the customer.
3. Amendments to a concluded contract must be made in writing. This written form requirement can only be waived in writing.
4. § 454 BGB and § 455 BGB shall not apply.

§ 3 Retention of title

1. The user retains title to the goods until all claims arising from an ongoing business relationship have been settled in full.
2. The customer is obliged to treat the goods with care. If maintenance and inspection work is required, the customer must carry this out regularly at his own expense. The customer also undertakes to inform the user of any change of residence or place of business.
3. If the value of the collateral existing for the User exceeds the User's claims by a total of more than 20%, the User shall be obliged, at the Customer's request, to release collateral in the amount of the excess value up to the limit of 120% of the outstanding claims at the Customer's discretion.
4. The customer undertakes to inform the user immediately of any access by third parties to the goods subject to retention of title, for example in the event of seizure, as well as any damage to or destruction of the goods.
5. The user is entitled to withdraw from the contract and demand the return of the goods in the event of breach of contract by the customer, in particular in the event of default in payment or breach of an obligation under Clause 4 of this provision. This shall only apply in the event of default of payment if the User has set the Customer a reasonable deadline of two weeks for payment, unless this is dispensable according to the statutory provisions.
6. The customer is entitled to resell the goods in the ordinary course of business. He hereby assigns to the User all claims in the amount of the invoice amount that accrue to him against a third party as a result of the resale. The user accepts the assignment. After the assignment, the entrepreneur is authorized to collect the claim. The user reserves the right to collect the claim himself as soon as the entrepreneur does not properly meet his payment obligations and is in default of payment. If the entrepreneur is in arrears with one or more payments in whole or in part, if he ceases payment or if insolvency proceedings have been applied for against his assets, he is no longer entitled to dispose of the reserved goods. The user is then entitled to withdraw from the contract, to take back the goods subject to retention of title or to revoke the authorization granted to the customer to collect the claims from resales and to demand information about the recipients of the goods subject to retention of title and to notify them of the assignment of the corresponding claim and to collect the claim itself. The User shall be entitled to sell the goods subject to retention of title that may have been recovered at his own discretion. In the event of further processing, the user remains the manufacturer within the meaning of § 950 BGB.
7. Neither the assertion of the retention of title nor the seizure of the delivery item by the user shall be deemed a withdrawal from the contract.

§ 4 Remuneration

1. The purchase price offered is binding. For consumers, the purchase price includes VAT. Furthermore, the quoted product (net) price does not include shipping or insurance costs or expenses and taxes; these costs are calculated separately. Any costs incurred in the event of a possible future change in the law shall be borne exclusively by the buyer.
2. The user reserves the right to adjust prices accordingly in the event of changes in exchange rates, customs duties, taxes, freight and insurance costs or purchase costs with effect for future transactions.
3. In the case of contracts with companies, the User is authorised to change the prices at its reasonable discretion, even after conclusion of the contract, if price-relevant costs have demonstrably changed or the User's supplier has demonstrably increased the prices. The user shall provide the customer with information on which significant cost factors have changed.
4. Unless otherwise agreed, the prices according to the User's valid price list on the day of delivery (list price) shall apply.
5. Under the purchase contract, the customer is obliged to pay the agreed purchase price to the user and to accept the purchased item. If the Customer refuses to take delivery before delivery for reasons for which the User is not responsible or if he withdraws from the contract before delivery without justification, he shall, if the User does not insist on fulfilment of the contract, pay 25% of the agreed gross purchase price as compensation for costs incurred and loss of profit, unless the Customer proves that the User has not incurred any damage at all or that the damage incurred is significantly lower than the lump sum. The User reserves the right to demand compensation for the specific damage incurred instead of fulfilment of the contract or the lump sum.

§ 5 Terms of payment

1. Unless otherwise agreed, the purchase price and other remuneration, prices for ancillary services and disbursed costs are due for payment upon delivery of the object of purchase.
2. The customer may pay the purchase price by cash on delivery or direct debit. The user is not obliged to accept cheques and bills of exchange. If these are accepted, this shall only be deemed as payment on account of performance. A discount deduction by the customer is only permitted if the user receives payment in full and on time.
3. The User reserves the right, in the event of default of payment by the Customer, to withhold services until full payment of any outstanding claims, to demand interest on arrears and compensation for further damages incurred by the User as a result of the default.
4 The customer may only exercise a right of retention if his counterclaim is based on the same contractual relationship.
5. The customer is not entitled to offset counterclaims against the user unless the counterclaims are undisputed or have been legally established.
6. If the customer has deceived the user about his creditworthiness when placing the order or if this was lacking and this circumstance was not recognisable to the user, the user may withdraw from the contract without a grace period. If such circumstances occur after the order has been placed, the User shall only be obliged to provide further services in return for an appropriate instalment payment. The User is entitled to withdraw from the contract with respect to entrepreneurs.
7. During the period of default, the consumer shall pay interest on the debt at a rate of five percentage points above the current base rate. During the period of default, the entrepreneur shall pay interest on the debt at a rate of nine percentage points above the current base rate.

§ 6 Delivery

1. Telivery times are only approximately agreed. Agreed delivery periods shall not commence until the customer has fulfilled any obligations to co-operate.
2. Partial deliveries are permissible insofar as they are reasonable for the buyer, whereby the additional shipping costs incurred shall be borne by the seller. The place to which delivery is to be made is specified in the order confirmation. The goods shall be delivered in standard commercial packaging suitable for normal despatch. In the event of default of acceptance, the customer shall bear all associated costs, in particular storage and labour costs.
3. In the absence of any agreement to the contrary, the user reserves the right to choose the route and means of transport. All deliveries are always made ex warehouse and at the expense and risk of the customer. The Customer shall also bear the transport risk if the shipping costs are exceptionally borne by the User.

§ 7 Warranty and limitation period

1. If the customer is an entrepreneur, the user shall, at his discretion, remedy defects in the goods by repair or replacement within a reasonable period of time. All articles and products which are listed separately in an invoice/order confirmation with an individual price are deemed to be an independent item to which any warranty rights apply separately.
2. If the subsequent fulfilment fails, the customer may, at his discretion, withdraw from the purchase contract or reduce the purchase price. If the defect is remediable and therefore insignificant, cancellation of the purchase contract is excluded. However, this shall not affect the customer's right to reduce the purchase price.
3. the customer must notify the user in writing of obvious defects immediately, but at the latest within a period of two weeks from receipt of the goods; otherwise the assertion of the warranty claim is excluded. Timely despatch is sufficient to meet the deadline. The entrepreneur shall bear the full burden of proof for all claim requirements, in particular for the defect itself, for the time of discovery of the defect and for the timeliness of the notice of defect.
4. In the event of complaints which, after inspection, do not reveal any defect for which the user is responsible, or which are based on operating errors or improper handling by the customer, the customer shall be obliged to reimburse all costs incurred by the user as a result of the inspection of the alleged defects.
5. If the customer wishes to withdraw from the contract due to a material defect or defect of title, he shall also be entitled to claim damages for the defect. The amount of damages to be compensated shall be reduced by the amount of the purchase price that was repaid to the customer by the user after exercising the right of cancellation. If the customer demands compensation for damages after subsequent fulfilment has failed, the goods shall remain with the customer if this is reasonable. Compensation is limited to the difference between the purchase price and the value of the defective item. This does not apply if the user has maliciously caused the breach of contract.
6.1. If the customer is an entrepreneur, the warranty period for newly manufactured goods is one year from delivery of the goods. If the goods are used items and are expressly sold as used items, the warranty is excluded. In the case of used items, the user shall not be liable for typically expected signs of wear and tear or other malfunctions or limitations of usability to be expected due to age.
6.2. If the customer is a consumer, the warranty period shall be two years from delivery of the purchased item. In the case of used goods, the warranty period shall be reduced to one year. To be effective, the user shall expressly inform the customer of the shortening of the limitation period to one year before the conclusion of the contract and expressly include it again in the contract.
6.3. The provisions mentioned under 6.1 and 6.2 shall not apply in the event of malice or intent on the part of the user or claims against the user arising from injury to life, limb or health or claims under the Product Liability Act.
7. if the customer is an entrepreneur, only the manufacturer's product description shall be deemed agreed as the quality of the goods. Public statements, promotions, product and visual samples or advertising by the manufacturer do not constitute a contractual description of the quality of the goods.
8. The customer does not receive any guarantees in the legal sense from the user. Manufacturer guarantees remain unaffected by this.
9. All other claims shall become statute-barred within the statutory limitation periods.

§ 8 Limitations of liability

The user shall be liable for such damages that arise from injury to life, body or health and are based on a negligent breach of duty by the user or an intentional or negligent breach of duty by a legal representative or vicarious agent of the user. The user shall also be liable for other damages that are based on a grossly negligent breach of duty by the user or on an intentional or grossly negligent breach of duty by a legal representative or vicarious agent of the user. He shall also be liable without limitation in accordance with the German Product Liability Act (ProdHaftG). In all other cases, the User shall only be liable for simple negligence if it breaches material contractual obligations.

§ 9 Final provisions

1. The law of the Federal Republic of Germany shall apply. The provisions of the UN Convention on Contracts for the International Sale of Goods and other international law shall not apply.
2. If the customer is a merchant, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from this contract shall be the registered office of the user. The same applies if the customer does not have a general place of jurisdiction in Germany or if his place of residence or habitual abode is unknown at the time the action is filed. The user reserves the right to sue at the customer's headquarters. The place of performance is the registered office of the User in Karlsruhe.
3. Customer data is subject to electronic data processing in the context of order processing. The User shall observe the provisions of the Federal Data Protection Act when using personal data.4. should individual provisions of the contract with the customer, including these General Terms and Conditions, be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions.


Am Mantel 4 A, 76646 Bruchsal, Germany