Preface:
Please note that this is a machine translation. The only legally binding version is the German version. You can access the German version by changing the language of the website to German. For reasons of linguistic simplification, the three sexes are not mentioned where a gender-neutral formulation was not possible. In these cases, the masculine terms used also include the feminine and various forms. 

General Terms of Sale of WEROCK Technologies GmbH

§ 1 Scope of application

1. These Terms and Conditions of Sale shall apply exclusively to entrepreneurs, legal entities under public law or special funds under public law within the meaning of Section 310 (1) of the German Civil Code (BGB). Any terms and conditions of the customer that conflict with or deviate from our terms and conditions of sale shall only be recognized by us if we expressly agree to their validity in writing.
2. These terms and conditions of sale shall also apply to all future transactions with the customer, insofar as these are legal transactions of a related nature. The current version can be found on the website www.werocktools.com or www.werock.com.
3. Individual agreements made with the Buyer in individual cases (including collateral agreements, supplements and amendments) shall in any case take precedence over these Terms and Conditions of Sale. Unless proven otherwise, a written contract or our written confirmation shall be decisive for the content of such agreements.

§ 2 Offer and conclusion of contract

If an order is to be regarded as an offer in accordance with § 145 BGB, we can accept it within two weeks.

§ 3 Provided documents

We reserve the right of ownership and copyright to all documents, such as calculations, drawings, etc., provided to the customer in connection with the order, including in electronic form. These documents may not be made available to third parties without our express written consent. If we do not accept the customer’s offer within the period specified in § 2, these documents must be returned to us immediately.

§ 4 Prices and payment

1. Unless otherwise agreed in writing, our prices are ex works, excluding packaging and plus the applicable value added tax. Packaging costs will be invoiced separately.
2. Payment of the purchase price shall be made exclusively to the account stated on the invoice. The deduction of a cash discount is only permitted by special written agreement.
3. Unless otherwise agreed, the purchase price is payable within 14 days of the invoice date. Interest on arrears will be charged at a rate of 8% p.a. above the respective base rate. We reserve the right to claim higher damages caused by default.
4. Unless a fixed price has been agreed, we reserve the right to make reasonable price changes due to changes in wage, material and distribution costs for deliveries made 3 months or more after conclusion of the contract.
5. Quotations are valid for a specified period of time. This period is indicated on the offer. If it is not stated, the period of validity is 14 days from the date of issue. It is possible that the stated period of validity of the offer may be shortened. This may occur if extreme exchange rate fluctuations of more than 10% are recorded within the validity period of the offer. In this case, it would not be economically justifiable to execute the order. In this case, we will inform the customer without being asked.
6. If the contract of sale has been concluded within the framework of a leasing or hire-purchase agreement, the customer undertakes to send us the confirmation of acceptance within seven days of taking delivery of the goods. If the customer is in default, we will issue the invoice to the customer, which will be due immediately.

§ 5 Rights of Retention

The customer is only entitled to exercise a right of retention to the extent that his counterclaim is based on the same contractual relationship.

§ 6 Delivery time

1. The commencement of the delivery period stated by us presupposes the timely and proper fulfillment of the customer’s obligations. We reserve the right to plead non-performance of the contract.
2. If the customer is in default of acceptance or culpably violates other obligations to cooperate, we shall be entitled to demand compensation for the damages incurred, including any additional expenses. We reserve the right to make further claims. If the above conditions are met, the risk of accidental loss or accidental deterioration of the object of sale shall pass to the customer at the point in time at which the customer is in default of acceptance or debtor’s delay.
3. In the event of a delay in delivery for which we are not responsible due to intent or gross negligence, we shall be liable for each full week of delay in the amount of a lump-sum compensation for delay of 3% of the value of the goods to be delivered, but not more than 15% of the value of the goods to be delivered.
4. Further legal claims and rights of the customer due to a delay in delivery remain unaffected.

§ 7 Transfer of risk on dispatch

If the goods are shipped to the customer at the customer’s request, the risk of accidental loss or accidental deterioration of the goods shall pass to the customer upon shipment of the goods to the customer, at the latest upon leaving the factory/warehouse. This applies regardless of whether the goods are dispatched from the place of performance or who bears the freight costs.

§ 8 Retention of title

1. We reserve title to the delivered goods until all claims arising from the delivery contract have been paid in full. This shall also apply to all future deliveries, even if we do not always expressly refer to this. We are entitled to take back the purchased item if the customer acts in breach of contract.
2. The customer is obliged to treat the object of purchase with care as long as the ownership has not been transferred to him. In particular, he is obliged to insure it adequately at his own expense against theft, fire and water damage at replacement value. If maintenance and inspection work is necessary, the customer must carry this out in good time at his own expense. As long as the property has not been transferred, the customer must inform us immediately in writing if the delivery item is seized or exposed to other interventions by third parties. If the third party is not in a position to reimburse us for the court and out-of-court costs of an action pursuant to § 771 ZPO, the customer shall be liable for the loss incurred by us.
3. The customer is entitled to resell the reserved goods in the ordinary course of business. The purchaser hereby assigns to us the claims against the customer arising from the resale of the reserved goods in the amount of the final invoice amount agreed with us (including VAT). This assignment shall apply irrespective of whether the object of sale has been resold without or after processing. The customer remains authorized to collect the claim even after the assignment. Our right to collect the claim ourselves shall remain unaffected. However, we will not collect the claim as long as the customer meets his payment obligations from the proceeds received, is not in default of payment and, in particular, no application for the opening of insolvency proceedings has been filed and payments have not been suspended.
4. The treatment and processing or transformation of the object of sale by the customer is always carried out in our name and on our behalf. In this case, the customer’s expectant right to the object of purchase shall continue to exist in the transformed object. If the object of sale is processed with other objects not belonging to us, we shall acquire co-ownership of the new object in the ratio of the objective value of our object of sale to the other processed objects at the time of processing. The same shall apply in the event of mixing. If the mixing takes place in such a way that the customer’s item is to be regarded as the main item, it is agreed that the customer transfers proportional co-ownership to us and keeps the sole ownership or co-ownership thus created for us. In order to secure our claims against the customer, the customer shall also assign to us those claims which accrue to him against a third party as a result of the combination of the reserved goods with a property; we hereby accept this assignment.
5. We undertake to release the securities to which we are entitled at the request of the customer if their value exceeds the claims to be secured by more than 20%

§ 9 Warranty and notice of defects as well as recourse/manufacturer recourse

1. Warranty rights of the purchaser presuppose that he has properly fulfilled his obligations to inspect and give notice of defects in accordance with § 377 HGB (German Commercial Code).
2. Claims for defects shall lapse 24 months after delivery of the new goods supplied by us to our customer, for used goods and consumer goods (such as rechargeable batteries) 6 months. The statutory limitation period shall apply to claims for damages in the event of intent and gross negligence as well as in the event of injury to life, limb and health based on an intentional or negligent breach of duty by the user.
3. If, despite all due care, the delivered goods have a defect that already existed at the time of the transfer of risk, we shall, at our discretion, either repair the goods or deliver replacement goods, subject to timely notification of defects. We must always be given the opportunity for subsequent performance within a reasonable period of time. Recourse claims shall remain unaffected by the above provision without restriction.
4. If the supplementary performance fails, the customer may – without prejudice to any claims for damages – withdraw from the contract or reduce the remuneration.
5. Claims for defects do not exist in the case of only insignificant deviations from the agreed quality, only insignificant impairment of usability, natural wear and tear or damage arising after the transfer of risk as a result of incorrect or negligent handling, excessive use, unsuitable operating materials, defective construction work, unsuitable building ground or due to special external influences which are not provided for in the contract. Examples include, but are not limited to, display damage and other mechanical damage caused by falls or the effects of force or water damage. If improper repair work or modifications are carried out by the customer or third parties, no claims for defects shall exist for these and the resulting consequences.
6. Claims of the customer for expenses incurred for the purpose of subsequent performance, in particular transport, travel, labor and material costs, are excluded insofar as the expenses increase because the goods delivered by us have subsequently been moved to a location other than the customer’s branch office, unless the transfer corresponds to their intended use.
7. Recourse claims of the purchaser against us shall only exist to the extent that the purchaser has not made any agreements with his customer that go beyond the statutory mandatory claims for defects. Paragraph 6 shall also apply accordingly to the scope of the customer’s right of recourse against the supplier.
8. The Software is licensed “as is” without warranty unless otherwise specified by WEROCK in a sales agreement between WEROCK and the Customer as end user

§ 10 Miscellaneous

1. Please note that returns to us are only possible by prior arrangement. In the event of a return to us, we reserve the right to charge a restocking fee of up to 18% of the purchase price, provided that the delivered goods are still in an unused, unopened condition. We would like to point out that we reserve the right to completely exclude goods that have been individually procured, manufactured or modified for the customer from being returned. Furthermore, we reserve the right not to accept unannounced returned goods. The costs of the return shipment shall in any case be borne by the buyer. Returns from third countries must be properly declared for customs clearance if this is necessary. Additional costs incurred by us in accepting the return shipment will be passed on to the buyer.
2. This contract and the entire legal relationship between the parties shall be governed by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
3. The place of performance and exclusive place of jurisdiction for all disputes arising from this contract is our registered office, unless otherwise stated in the order confirmation
4. All agreements made between the parties for the purpose of executing this contract are set out in writing in this contract.
5. Should individual provisions of these GTC be invalid in whole or in part, the validity of the remaining provisions shall remain unaffected. The parties undertake to replace the invalid provision with a valid provision that comes closest to the economic purpose.
6. Translations of these General Terms and Conditions exist in other languages. Only the German version is legally binding.

V1.1, Last Update 13.02.2025