Terms and Conditions of Sale and Delivery

1. Scope, Form

1.1 These General Terms and Conditions (“GTC”) apply to all our business relationships with our customers. They apply only if the customer is an entrepreneur within the meaning of Section 14 of the German Civil Code (BGB), a legal entity under public law, or a special fund under public law.

1.2 These GTC apply in particular to contracts for the sale and/or delivery of movable goods (“Goods”), irrespective of whether we manufacture the Goods ourselves or purchase them from suppliers, Sections 433 and 651 BGB, as well as to the performance of assembly work.

1.3 Unless otherwise agreed, the GTC in the version valid at the time of the customer’s order, or in any case in the version most recently communicated to the customer in text form, shall also apply as a framework agreement to future contracts of the same kind, without us having to refer to them again in each individual case.

1.4 We shall inform the customer without delay of any amendments to our terms and conditions. The current version of our Terms and Conditions of Sale and Delivery is available on our website at www.wiltsche.de.

1.5 Our GTC apply exclusively. Deviating, conflicting, or supplementary general terms and conditions of the customer shall only become part of the contract if and to the extent that we have expressly consented to their application. This requirement of consent applies in all cases, for example even if we carry out delivery to the customer without reservation while being aware of the customer’s GTC.

1.6 Individual agreements made with the customer in a specific case, including ancillary agreements, supplements, and amendments, shall in all cases take precedence over these GTC. Subject to proof to the contrary, the content of such agreements shall be governed by a contract in text form or by our confirmation in text form.

1.7 Legally relevant declarations and notifications by the customer relating to the contract, for example setting of deadlines, notifications of defects, withdrawal, or reduction of the purchase price, must be made at least in text form. Statutory formal requirements and further evidence, particularly in cases of doubt regarding the authority of the person making the declaration, remain unaffected.

2. Conclusion of Contract

2.1 Our offers are subject to change and non-binding unless they contain statements to the contrary. This also applies if we have provided the customer with catalogues, technical documentation, for example drawings, plans, calculations, cost estimates, references to DIN standards, other product descriptions, or documents, including in electronic form. We reserve ownership rights and copyrights to these materials.

2.2 The customer’s order for the service shall be deemed a binding contractual offer. Unless otherwise stated in the order, we are entitled to accept this contractual offer within three weeks of receipt by us.

2.3 Acceptance may be declared either in text form, for example by order confirmation, or by delivery of the Goods to the customer or by performance of the assembly service.

3. Type and Scope of Performance

The service to be performed shall be determined by the respective contract in terms of type and scope. The content of the contract shall be determined in the following order of precedence:

a. the service description,

b. individual agreements concluded at least in text form,

c. these GTC,

d. any additional technical regulations/instructions.

4. Prices and Payment Terms

4.1 Unless otherwise agreed in an individual case, our prices and payment terms valid at the time of conclusion of the contract shall apply, ex works Soest, plus statutory VAT. Pricing and invoicing shall be in euros. All changes in the exchange rate of the euro occurring after the conclusion of the sale, date of order confirmation, shall be borne by the customer.

4.2 In the case of sale by dispatch, the customer shall bear the transport costs from the warehouse and the costs of any transport insurance requested by the customer. Unless we invoice the transport costs actually incurred in the individual case, a flat-rate transport charge, excluding transport insurance, of 5% of the net order value shall be deemed agreed. Any customs duties, fees, taxes, and other public charges shall be borne by the customer.

4.3 Transport packaging and all other packaging within the meaning of the Packaging Ordinance shall not be taken back by us and shall become the property of the customer; reusable pallets are excluded. The delivery item shall be packaged at our discretion in the customary commercial manner and at the customer’s expense. We reserve the right to choose suitable packaging material. Packaging shall be charged at the lowest possible cost. No credit shall be granted for packaging disposal costs.

4.4 The full purchase price shall be due and payable within 14 days strictly net without deduction from electronic invoicing and delivery or acceptance of the Goods. However, we are entitled at any time, including within an ongoing business relationship, to make a delivery in whole or in part only against advance payment. We shall declare a corresponding reservation no later than with the order confirmation. No cash discount shall be granted for instalment payments or partial payments.

4.5 We operate paperlessly. Invoices, order confirmations, contractually significant declarations, etc. are generally sent to the customer electronically by email.

4.6 Upon expiry of the payment period pursuant to Clause 4.4, the customer shall be in default. During the period of default, the purchase price shall bear interest at the applicable statutory default interest rate. We reserve the right to claim further damages caused by default. With respect to merchants, our claim to commercial maturity interest pursuant to Section 353 of the German Commercial Code (HGB) remains unaffected.

4.7 The customer shall only be entitled to rights of set-off or retention to the extent that the customer’s claim has been finally adjudicated or is undisputed. In the event of defects in the delivery, the customer’s counter-rights shall remain unaffected.

4.8 If, after conclusion of the contract, it becomes apparent, for example through an application to open insolvency proceedings, that our claim to the purchase price is endangered due to the customer’s lack of ability to perform, we shall be entitled, in accordance with the statutory provisions, to refuse performance and, where applicable after setting a deadline, to withdraw from the contract, Section 321 BGB. In the case of contracts for the manufacture of non-fungible items, individual custom-made products, we may declare withdrawal immediately; the statutory provisions on the dispensability of setting a deadline remain unaffected.

4.9 For first-time customers, we reserve the right to require payment by cash on delivery or advance payment of the invoice amount.

5. Delivery, Transfer of Risk, Acceptance, Default of Acceptance

5.1 Delivery shall be made from the warehouse, which is also the place of performance for delivery and any subsequent performance. At the customer’s request and expense, the Goods shall be dispatched to another destination, sale by dispatch. Unless otherwise agreed, we are entitled to determine the type of dispatch ourselves, in particular the transport company, shipping route, and packaging.

5.2 The risk of accidental loss and accidental deterioration of the Goods shall pass to the customer no later than upon handover. In the case of sale by dispatch, however, the risk of accidental loss and accidental deterioration of the Goods, as well as the risk of delay, shall pass already upon delivery of the Goods to the forwarding agent, carrier, or other person or institution designated to carry out the dispatch. Where acceptance has been agreed, acceptance shall be decisive for the transfer of risk. In all other respects, the statutory provisions of the law governing contracts for work and services shall apply accordingly to an agreed acceptance. Handover or acceptance shall be deemed equivalent if the customer is in default of acceptance.

5.3 If the customer is in default of acceptance, fails to cooperate, or if our delivery is delayed for other reasons attributable to the customer, we shall be entitled to claim compensation for the resulting damage, including additional expenses, for example storage costs. For this purpose, we shall charge lump-sum compensation of EUR 50.00 per calendar day, starting with the delivery deadline or, in the absence of a delivery deadline, with notification that the Goods are ready for dispatch.

Proof of greater damage and our statutory claims, in particular reimbursement of additional expenses, reasonable compensation, and termination, remain unaffected; however, the lump sum shall be credited against further monetary claims. The customer shall be entitled to prove that we incurred no damage at all or only significantly lower damage than the above lump sum.

6. Delivery Period and Delay in Delivery

6.1 The delivery period shall be agreed individually or stated by us upon acceptance of the order. If this is not the case, the delivery period shall be based on the procurement and production time customary in the industry. The delivery period shall begin on the day the order confirmation is sent, but not before all documents required from the customer for execution of the order have been provided, and shall be deemed met if the Goods have left the factory/warehouse by the end of the delivery period or, if dispatch is possible, readiness for dispatch of the Goods has been notified.

6.2 If we are unable to meet binding delivery deadlines for reasons for which we are not responsible, non-availability of performance, we shall inform the customer of this without delay and at the same time notify the customer of the expected new delivery period. If the performance is also unavailable within the new delivery period, we shall be entitled to withdraw from the contract in whole or in part; any consideration already paid by the customer shall be reimbursed without delay. A case of non-availability of performance within this meaning shall in particular include delayed delivery to us by our supplier if we have concluded a congruent covering transaction, neither we nor our supplier are at fault, or we are not obliged to procure the goods in the individual case.

6.3 The occurrence of our delay in delivery shall be determined in accordance with the statutory provisions. In all cases, however, a reminder by the customer is required.

7. Customer’s Claims for Defects

7.1 The statutory provisions shall apply to the customer’s rights in the event of material defects and defects of title, including incorrect and short delivery as well as improper assembly or defective assembly instructions, unless otherwise provided below. In all cases, the statutory special provisions in the event of final delivery of the Goods to a consumer, supplier recourse pursuant to Sections 478 and 479 BGB, remain unaffected.

7.2 The basis of our liability for defects is above all the agreement reached regarding the quality of the Goods. All product descriptions that are the subject of the individual contract shall be deemed an agreement on the quality of the Goods.

7.3 If the quality has not been agreed, the question of whether or not a defect exists shall be assessed according to the statutory provisions, Section 434 paragraph 1 sentences 2 and 3 BGB. However, we assume no liability for public statements made by the manufacturer or other third parties, for example advertising claims.

7.4 The customer’s claims for defects require that the customer has complied with the statutory duties of inspection and notification of defects, Sections 377 and 381 HGB. If a defect becomes apparent upon delivery, during inspection, or at any later time, we must be notified thereof in writing without delay. In all cases, obvious defects must be reported in writing within 2 working days of delivery, and defects not detectable during inspection must be reported in writing within the same period after discovery. If the customer fails to carry out the proper inspection and/or notification of defects, our liability for the defect not notified, or not notified in due time or in the proper manner, shall be excluded in accordance with the statutory provisions.

7.5 If the delivered item is defective, we may initially choose whether to provide subsequent performance by remedying the defect, repair, or by delivering a defect-free item, replacement delivery. Our right to refuse subsequent performance under the statutory conditions remains unaffected.

7.6 We are entitled to make the owed subsequent performance dependent on the customer paying the purchase price due. However, the customer is entitled to withhold an appropriate part of the purchase price in relation to the defect.

7.7 The customer must give us the time and opportunity required for the owed subsequent performance, in particular to hand over the rejected Goods for inspection purposes. In the event of replacement delivery, the customer must return the defective item to us in accordance with the statutory provisions. Subsequent performance does not include removal of the defective item or reinstallation if we were not originally obliged to install it.

7.8 We shall bear the expenses necessary for the purpose of inspection and subsequent performance, in particular transport, travel, labour, and material costs, but not removal and installation costs, if a defect actually exists. Otherwise, we may demand reimbursement from the customer of the costs arising from the unjustified request to remedy defects, in particular inspection and transport costs, unless the absence of a defect was not apparent to the customer.

7.9 If subsequent performance has failed, or if a reasonable deadline to be set by the customer for subsequent performance has expired unsuccessfully or is dispensable under the statutory provisions, the customer may withdraw from the purchase contract or reduce the purchase price. In the case of an insignificant defect, however, there shall be no right of withdrawal.

7.10 Claims by the customer for damages or reimbursement of wasted expenses shall also exist in the case of defects only in accordance with Clause 8 and shall otherwise be excluded.

8. Liability

8.1 Unless otherwise provided in these GTC, including the following provisions, we shall be liable for breaches of contractual and non-contractual obligations in accordance with the statutory provisions.

8.2 We shall be liable for damages, irrespective of the legal basis, within the scope of fault-based liability in cases of intent and gross negligence. In cases of simple negligence, we shall be liable, subject to a more lenient standard of liability, for example care in our own affairs, only:

a) for damage arising from injury to life, body, or health,

b) for damage arising from a more than insignificant breach of an essential contractual obligation, an obligation whose fulfilment is essential for the proper performance of the contract and on whose compliance the contractual partner regularly relies and may rely; in this case, however, our liability shall be limited to compensation for the foreseeable damage typically occurring.

8.3 The limitations of liability arising from Clause 8.2 shall also apply in the event of breaches of duty by, or for the benefit of, persons whose fault we are responsible for under statutory provisions. They shall not apply insofar as we have fraudulently concealed a defect or assumed a guarantee for the quality of the Goods, nor to claims by the customer under the German Product Liability Act.

8.4 Due to a breach of duty that does not consist of a defect, the customer may withdraw or terminate only if we are responsible for the breach of duty. A free right of termination by the customer, in particular pursuant to Sections 651 and 649 BGB, is excluded. In all other respects, the statutory requirements and legal consequences shall apply.

9. Retention of Title

9.1 We retain title to the sold Goods until full payment of all our present and future claims arising from the purchase contract and an ongoing business relationship, secured claims.

9.2 The Goods subject to retention of title may neither be pledged to third parties nor transferred by way of security before full payment of the secured claims. The customer must notify us in writing without delay if an application is made to open insolvency proceedings or if third parties access the Goods belonging to us, for example by seizure. Insofar as we must bring third-party opposition proceedings to avert enforcement measures, all costs incurred in this connection shall be borne by the customer.

9.3 In the event of conduct by the customer in breach of contract, in particular non-payment of the purchase price due, we shall be entitled, in accordance with the statutory provisions, to withdraw from the contract and/or to demand return of the Goods on the basis of the retention of title. The demand for return shall not at the same time constitute a declaration of withdrawal; rather, we are entitled merely to demand return of the Goods and reserve the right to withdraw. If the customer fails to pay the purchase price due, we may exercise these rights only if we have previously set the customer a reasonable deadline for payment without success or if setting such a deadline is dispensable under the statutory provisions. All costs associated with the return shall be borne by the customer.

9.4 Until revoked in accordance with Clause 9.4.3, the customer is authorised to resell and/or process the Goods subject to retention of title in the ordinary course of business. In this case, the following provisions shall apply additionally.

9.4.1 The retention of title shall extend to the full value of the products created by processing, mixing, or combining our Goods, whereby we shall be deemed the manufacturer. If, in the case of processing, mixing, or combining with goods of third parties, their ownership rights remain in existence, we shall acquire co-ownership in proportion to the invoice values of the processed, mixed, or combined goods. In all other respects, the same shall apply to the resulting product as to the Goods delivered subject to retention of title.

9.4.2 The customer hereby assigns to us by way of security the claims against third parties arising from the resale of the Goods or the product, either in full or in the amount of our co-ownership share, if any, pursuant to the preceding paragraph. We accept the assignment. The customer’s obligations referred to in paragraph 2 shall also apply with regard to the assigned claims.

9.4.3 The customer shall remain authorised to collect the claim in addition to us. We undertake not to collect the claim as long as the customer meets its payment obligations towards us, there is no deficiency in the customer’s ability to perform, and we do not assert the retention of title by exercising a right pursuant to Clause 9.3. If this is the case, however, we may demand that the customer inform us of the assigned claims and their debtors, provide all information necessary for collection, hand over the related documents, and notify the debtors, third parties, of the assignment. In addition, in this case we are entitled to revoke the customer’s authority to further resell and process the Goods subject to retention of title.

9.4.4 If the realisable value of the securities exceeds our claims by more than 10%, we shall, at the customer’s request, release securities at our discretion.

10. Limitation Period

10.1 By way of derogation from Section 438 paragraph 1 no. 3 BGB, the general limitation period for claims arising from material defects and defects of title shall be one year from delivery. If acceptance has been agreed, the limitation period shall begin upon acceptance. Further statutory special provisions on limitation periods also remain unaffected, in particular Section 438 paragraph 1 no. 1, paragraph 3, Sections 444 and 479 BGB.

10.2 The above limitation periods under sales law shall also apply to contractual and non-contractual claims for damages by the customer that are based on a defect in the Goods, unless the application of the regular statutory limitation period, Sections 195 and 199 BGB, would result in a shorter limitation period in the individual case. However, claims for damages by the customer pursuant to Clause 8.2 sentence 1 and sentence 2 a), as well as under the German Product Liability Act, shall become time-barred exclusively in accordance with the statutory limitation periods.

11. Choice of Law and Place of Jurisdiction

11.1 These GTC and the contractual relationship between us and the customer shall be governed by the law of the Federal Republic of Germany, excluding international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods.

11.2 If the customer is a merchant within the meaning of the German Commercial Code, a legal entity under public law, or a special fund under public law, the exclusive place of jurisdiction, including international jurisdiction, for all disputes arising directly or indirectly from the contractual relationship shall be our registered office in Soest. The same shall apply if the customer is an entrepreneur within the meaning of Section 14 BGB. However, in all cases we shall also be entitled to bring action at the place of performance of the delivery obligation pursuant to these GTC or a prevailing individual agreement, or at the customer’s general place of jurisdiction. Overriding statutory provisions, in particular on exclusive jurisdiction, remain unaffected.

Wiltsche Fördersysteme GmbH & Co. KG
Soest, January 2026