1.Scope

1.1The following conditions apply to all orders sent to our suppliers and other contractors. The general terms and conditions of suppliers are not recognized unless this is expressly confirmed by us in writing.

1.2Our conditions apply even when we accept a supplier’s delivery without reservations, knowing that it contradicts our conditions or deviates from the supplier’s conditions.

2.Content of the contract

2.1Our quotations for the closure of a supply contract are in general non-binding.

2.2The size of the order is determined by the order confirmation so far as it cannot be ascertained from our written order. Furthermore, the respective current versions of WEH standards, available for all suppliers to download at www.weh.com, are also integral to the contract without their being expressly mentioned.

If this is not possible then they can be requested from WEH by telephone or in writing. They also include the workshop code numbers and the respective quality specifications.

The supplier is responsible for obtaining access to these documents. WEH shall provide support to the supplier in this respect. No verbal subsidiary agreements have been made. Closures of contract, amendments or supplements to the order shall require our written confirmation in order to be effective.

2.3The supplier shall confirm our order immediately in writing. Confirmation or fulfilment or the order shall be taken as acceptance of the purchase conditions.

2.4All offers made to us shall be free of charge. This shall also apply to any samples, drafts and/or sketches prepared and sent by the supplier.

2.5The supplier shall be under obligation to check our order and to communicate to us any misgivings concerning unclear details, breaches of technical regulations, breaches of DIN standards, changes to technical procedures and all other irregularities, contradictions and other peculiarities.

If deviations are unavoidable, then the supplier shall make appropriate amendment and improvement proposals.

2.6In general, the supplier must fulfil the order himself. The passing on of purchase orders to third parties expressly requires our written consent.

3.Delivery and acceptance

3.1The delivery dates and periods stated by WEH shall be strictly binding and must be adhered to. The supplier shall be deemed to have fallen behind without the necessity of a reminder if delivery dates are not adhered to. WEH shall be entitled to impose a penalty of 0.5 % of the gross value of the order for each commenced week of the delay, up to a maximum of 25 % of the gross value of the order, without provision of proof of incurred damages being required from us.

WEH shall be entitled to prove and claim for actually higher incurred damages, to claim damages for nonfulfilment or to cancel the contract. The supplier shall be free to prove lower damages to WEH.

3.2The supplier shall not make partial deliveries unless particularly requested to do so by us.

3.3All incidental expenses of performance, in particular freight, transport, packaging and, where applicable, insurances and other incidental expenses shall be to the account of the supplier, unless otherwise expressly agreed in writing. Passage of risk is always at the point of delivery of the goods to WEH.

We shall not be subject to the obligation of immediate inspection and rebuke. The supplier shall be responsible within the agreed warranty period for all deficiencies of supply.

4.Price and payment

4.1The agreed prices are always fixed prices, including all incidental expenses. We do not recognize nonbinding prices. In cases of doubt our purchase order or the order confirmation shall be binding.

4.2Unless otherwise agreed, prices shall be understood to be net prices plus value added tax at the current legal rate. Our purchase order number must be stated on all supplier invoices.

4.3Payment shall be within 14 days after receipt of the invoice with 3 % discount or within 30 working days net. If we do not take delivery until after receipt of the invoice then the discount term begins with the delivery date.

4.4As a rule, our payments shall be made in cash or by bank transfer. We reserve the right, however, to pay by cheque, three months acceptance, or by setting off payment against counter claims. Payment discounts remain unaffected by the deduction of effected penalties, a reasonable retention sum due to deficiencies or if we set off payment against counter claims.

Payment shall not constitute any waiver of our contractual or legal rights. Payment in the case of justified defects notified to the supplier shall be reserved until such are rectified by the supplier.

4.5The legal rights of off-setting and retention shall be at our disposal to the full extent. The right of offsetting and retention shall apply without limitation to all counter claims of ours arising from the business relationship with the supplier.

We shall be entitled to assign all claims arising from the contract without the consent of the vendor. The supplier shall not be entitled to assign to third parties any claims arising from the contractual relationship without our prior written consent.

5.Warranty

5.1The goods supplied must comply with current state of the art and with our order documentation and must demonstrate all assured characteristics.

5.2The warranty period is 2 years and shall begin with the transfer of risk. A warranty period of 5 years shall apply to all building work and to goods intended for building purposes.

5.3If defects become apparent before or on the passage of risk, or occur during the warranty period, then the supplier agrees to either rectify the defects or to supply a replacement, according to our choice, at his own expense. These conditions also apply to any replacements. If we demand rectification of the defect or replacement of the goods and the supplier fails to provide either of these within the set time period, then we shall be entitled to withdraw wholly or partially from the contract without setting a period of grace and without payment of damages or to demand a price reduction or to carry out the necessary rectification or reproduction ourselves or to commission such at the expense of the supplier or to claim damages for breach of contract.

The same shall apply if the supplier ultimately refuses to rectify defects or to provide a replacement or if he declares himself unable to provide such within a reasonable period of time.

5.4In urgent cases in which we are under obligation to our own customers and in which we are otherwise under threat of incurring disadvantages by not reacting immediately, we shall be entitled, in deviation from item 5. 3. to carry out rectification measures at the expense of the supplier without the supplier being in default of rectification and without the setting of a rectification period.

The supplier is under obligation to reimburse us for the corresponding rectification expenses, despite his not being in default with delivery or rectification and despite the lack of a rectification period. Alternatively, we shall be entitled to claim a corresponding price reduction without setting a rectification period, if our customer demands this from us.

5.5Returned defect goods shall be to the account of the supplier. Return delivery shall be at the cost and risk of the supplier.

5.6Should facts come to our knowledge indicating that the creditworthiness of the supplier is in jeopardy, we shall be entitled to retain a guarantee sum to the amount of 10 % of the total value of goods delivered by the supplier for the duration of the warranty period. The supplier may avoid the retention of a guarantee sum by providing other collateral.

6.Samples and drafts

6.1Tools, models and similar made available by us or made by the supplier at our expense shall be maintained and, if necessary, replaced by the supplier.

6.2Samples, patterns, tools, models, drafts and drawings etc. must be returned to us at the latest with the last contractual delivery. Neither these nor any goods manufactured in accordance with them may be forwarded to third parties without our written consent.

6.3Drawings, plans and other documentation pertaining to the purchase order remain our property and we reserve all copyright to these documents. If the supplier does not accept our offer within the term according to item 2. 3., then these documents must be returned to us without delay.

6.4So far as tools, models, samples, drafts and drawings etc. are made for WEH by the supplier, then WEH retains all exclusive rights to use these items including the copyright to such items. This also applies to items made by the supplier according to WEH specifications and with the aid or involvement of WEH. Regardless of the degree of involvement by WEH, WEH retains the exclusive right to use the said items.

7.Protection of industrial property rights, product liability, customer protection

7.1If we should face claims from third parties owing to the fact that the goods supplied by the vendor infringe patent rights of such third parties, then the vendor shall, at our initial request, release us from any liability whatsoever, including any expenses necessarily incurred in connection with the claim and our defence against such claim.

We are not entitled to recognize the claims of third parties and/or to make agreements with the third party regarding said claims without the written consent of the vendor. The statutory period of limitation for these indemnity claims is 3 years, from the date of communication to us of such a claim by the third party, at the latest, however, 10 years from the date of delivery of the said goods.

7.2If we should face claims from third parties for product damages for which the vendor is responsible, then the vendor shall at our initial request, release us from all claims of third parties, including the costs necessarily incurred in defending ourselves against such claims, if the vendor admits the cause to be within his domain and organization.

7.3Our suppliers guarantee WEH complete customer protection. In this respect, the supplier is prohibited from supplying WEH’s customers directly with advertising material or products or of entering into competition with us in any other way.

7.4Furthermore, on acceptance of the first order, each supplier agrees to keep all information requested from us in connection with the performance of orders strictly confidential. All information which is recognizably of a confidential nature, the disclosure of which could be injurious to us, shall be deemed confidential.

8.Liability

8.1The supplier shall be liable in the case of negligence, gross negligence and intent of both himself and his employees. Employees of the supplier who are engaged in the performance of work on our premises shall be subject to our operational regulations.

We accept liability for damage to these persons only in the case of gross negligence or intent. Any liability arising from damage to life, body or health resulting from a negligent breach of duty on our part is excluded here.

9.Jurisdiction, legal venue

9.1Place of performance for both parties shall be Illertissen.

9.2Exclusive venue for all disputes, as far as legally permissible, shall be Illertissen District Court or Memmingen Regional Court – chamber for commercial affairs – according to the value of the jurisdiction dispute. This shall apply also to any legal proceedings brought in connection with certificates, bills of exchange and cheques. We also reserve the right, however, to bring legal actions at the registered headquarters of our supplier.

10.Final provisions

10.1The legal relationship between ourselves and our supplier shall be subject to German law, but shall exclude the provisions of the UN Convention concerning the international sale of goods (CISG).

10.2Should one or more of these provisions be or become partially or wholly invalid, then the validity of the remaining provisions shall remain unaffected. So far as a reasonable part of the invalid clause remains valid, then this part shall remain in force. The parties agree at this point to negotiate a new clause coming as close as possible in economic meaning to the original, which shall take the place of the invalid clause.