Terms & conditions, Imprint

1. General Provisions

(1) The following Terms and Conditions of Business shall apply to all purchase contracts and works supply contracts between Wheelers GmbH (the Seller) and any entrepreneur under 14 BGB – German Civil Code (the Customer). They shall likewise apply to all future business transactions with the Customer.

(2) These Terms and Conditions apply to the sale of lubricants etc., referred to below as “the Goods.

(3) These Terms and Conditions apply exclusively. Divergent conditions drawn up by the Customer or conditions which deviate from these Terms and Conditions of Business are not acknowledged by the Seller, even if the contract is performed without reservation.

2. Conclusion of the Contract

(1) Offers made by the seller are without obligation. Similarly, technical descriptions and other specifications contained in offers, prospectuses and other information are not binding unless agreed otherwise. These specifications given in public statements by the Seller, by the manufacturer and his assistants/associates (434 I 3 BGB) do not become part of the contractual specification unless specific reference is made to them in the contract.

(2) The Seller does not enter into a contractual obligation until he sends the written order confirmation or delivers the Goods.

(3) The Seller has not verified the data and criteria of the Customer on which his offer and order confirmation are based for their accuracy unless he has given specific written confirmation of that fact in writing.

(4) If the Customer does not explicitly request a particular version of the Goods in his order or prohibits any alterations to the specifications he has provided, the Seller is authorized to deliver a version which has undergone technical modification as part of the ongoing process of technical development insofar as this is acceptable for the customer with reasonable regard to the justified interests of both parties.

3. Prices and Terms of Payment

(1) Unless otherwise agreed, prices are quoted from the place of delivery (ex works) including standard packaging, but excluding insurance and other necessary and usual ancillary costs. Sales tax will be charged for domestic deliveries at the rate prescribed by law.

(2) Unless otherwise agreed, the invoiced sums fall due for payment upon receipt of the invoice, without any form of deduction.

(3) Payments are to be made in cash in the invoiced currency or by transfer, free of all charges, to the Sellers paying agent. Cheques or bills are accepted solely on account of performance; the Customer shall bear discounting costs and collection charges. If a cheque or bill is not honoured, the claims to which it refers fall due for immediate settlement.

(4) Insofar as no earlier timing is prescribed by law, the Customer shall be deemed late in performance when the first reminder has been issued. Unless the Seller has suffered higher damage, the Customer shall pay a sum of 5.00 to the Seller for each further reminder. The Customer is entitled to prove lower damage or the absence of any such damage.

(5) Offsetting or retention of payments is only permitted to the extent of counterclaims acknowledged by the Seller and confirmed in writing, legally established claims or in the event of insolvency of the Seller.

4. Delivery Period Transfer of Risks – Performance

(1) The date/period stated on the order confirmation shall be the sole delivery date/period.

(2) Unless otherwise agreed, the Seller has done everything required on his part for performance of the contract if he has made the contractual goods available for timely dispatch, or notified their readiness for collection if they are to be collected by the Customer.

(3) In the absence of any special agreement, the risk of possible loss or damage shall pass to the Customer at the time when he is informed that he may collect the goods from the Seller. If it has been agreed that the goods are to be dispatched to a place other than the place of performance, the risk shall be transferred at the time when the Seller has delivered the goods to the person or establishment designated for performance of dispatch. If dispatch is delayed for reasons for which the Customer is responsible, the risk shall be transferred to him when the Goods are ready for dispatch.

(4) Unless otherwise agreed, the Seller is not obliged to insure the Goods, to procure certificates or documents not expressly agreed upon, to obtain required licenses, permits, approvals or other formalities or to procure customs clearance, to bear levies, dues, taxes, duties and other charges, or to comply with weight and measuring systems, packaging, labeling and marking requirements applicable outside the Federal Republic of Germany.

(5) If the Seller himself does not receive deliveries despite having placed appropriate orders with reliable suppliers, he will be released from his obligation to perform and may withdraw from the contract.

(6) If, after signing of the contract, it emerges that the Customer cannot provide an adequate guarantee of solvency and that the Sellers entitlement to payment is at risk, in particular if the Customer fails to satisfy claims of the Seller which have fallen due, the Seller is entitled to decline to effect delivery until the Customer has made the outstanding payments or put up collateral for them. If payment or provision of collateral is not made within 12 working days of a request to do so, the seller is entitled to withdraw from the contract.

5. Late Delivery

(1) In the case of late delivery for which the Seller is responsible, a period of grace of three weeks (domestic) and six weeks (foreign) is regarded as appropriate. This period begins when the Seller has received the Customers prompt note letter. If the Seller fails to effect delivery within the period of grace, the Customer is entitled to seek compensation in lieu of performance or to withdraw from the agreement. However the Sellers liability saves in the event of gross negligence or willful misconduct on the part of senior personnel of the Seller is confined to predictable damage, typical of the contract, suffered by the Customer. In particular, the Seller is not liable for contractual penalties payable by the Customer to his own contracting partner or for the consequences of guarantee commitments made by the Customer.

(2) If dispatch or collection is delayed for reasons for which the Customer is responsible the Customer shall make a flat-rate contribution to the storage costs, without the need for effective costs to be proved, amounting to 1% of the invoiced sum per month or part thereof. The other statutory claims of the Seller remain unaffected thereby.

5. Late Delivery

(1) In the case of late delivery for which the Seller is responsible, a period of grace of three weeks (domestic) and six weeks (foreign) is regarded as appropriate. This period begins when the Seller has received the Customers prompt note letter. If the Seller fails to effect delivery within the period of grace, the Customer is entitled to seek compensation in lieu of performance or to withdraw from the agreement. However the Sellers liability saves in the event of gross negligence or willful misconduct on the part of senior personnel of the Seller is confined to predictable damage, typical of the contract, suffered by the Customer. In particular, the Seller is not liable for contractual penalties payable by the Customer to his own contracting partner or for the consequences of guarantee commitments made by the Customer.

(2) If dispatch or collection is delayed for reasons for which the Customer is responsible the Customer shall make a flat-rate contribution to the storage costs, without the need for effective costs to be proved, amounting to 1% of the invoiced sum per month or part thereof. The other statutory claims of the Seller remain unaffected thereby.

6. Force Majeure

(1) The delivery lead-time shall be extended by an appropriate period if industrial conflicts, in particular strike and lockout or other unpredictable circumstances beyond the control of the parties affect delivery of the Goods. This concerns in particular acts of God, war, riot, fire, explosion, accident, flood, sabotage, compliance with requirements imposed by the State, laws, regulations, orders, measures or court injunctions. This shall likewise apply in cases where such circumstances occur with suppliers and sub-contractors of the Seller. The Seller is not liable for such circumstances, even if they occur at a time when he is already late in performance. In such cases performance of the contract will be suspended.

(2) If performance of the contract or part thereof is suspended on the basis of the provisions of Section 6 (1) for more than 180 successive calendar days, either party may withdraw from that part of the contract which has not yet been performed by giving written notice to the other party.

7. Material Defects  The Seller is liable as follows for the delivered Goods, to the exclusion of any further claims:

(1) In the case of material defects which do not, or do not significantly, impair the value and suitability of the Goods for the use distinguishable to the Seller, the Customer cannot derive any further rights.

(2) If, upon transfer of risks, the Goods show a material defect the Seller is entitled and obliged to effect subsequent performance. Subsequent performance shall be affected at the Sellers choice by repair (including repeated repair) or replacement delivery. The Seller is also entitled to effect replacement delivery instead of repairs which have already begun, at his own discretion. Replaced parts must be returned to the Seller carriage paid. The costs of exchange work shall be charged to the Customer.

(3) If subsequent performance fails ultimately, is not effected within an appropriate period set by the Customer or is declined, the Customer is entitled, at his own choice, to withdraw from the contract, to reduce the purchase price (reduction) in an amount equivalent to the loss of value caused by the defect or within the limits of the following paragraphs to seek compensation in lieu of performance. The Customer is not entitled to repair the defect himself and claim compensation for the cost incurred as a result.