General terms and conditions

1. Applicable terms and conditions

The legal relations between WABCOWÜRTH Workshop Services GmbH (hereinafter referred to as "supplier" or "WABCOWÜRTH Workshop Services GmbH") and the buyer are governed by these general terms and conditions and any additional agreements. Modifications and amendments must be made in writing. Other general terms and conditions shall not be applicable even if they do not differ explicitly in individual cases. For software products from the supplier, the licensing and maintenance conditions for the current version of the W.EASY software and additional modules shall apply. Our general terms and conditions alone apply. Differing, contrary, or additional terms and conditions of the buyer shall become part of the contract only insofar as they are expressly accepted as valid by the supplier. This requirement for consent applies in all cases, including where the supplier, despite being aware of the buyer's general terms and conditions, carries out delivery to the buyer without reservation.

2. Ordering

2.1
Supply contracts (order and acceptance) and delivery call-offs, as well as any amendments or supplements, must be in writing. Call-off deliveries can also take place by remote transfer of data.

2.2
If the supplier does not accept the order within two weeks of its receipt, the buyer shall be entitled to revoke the order. Call-offs become binding if the supplier does not object within two weeks of receipt at the latest.

3. Payment

3.1
Payments are to be made without deduction within 20 days of issue of invoice. If early deliveries are accepted, the due date shall be determined by the agreed delivery date.

3.2
Payment is made by bank transfer. Payment shall be deemed to have been received as soon as the supplier is able to dispose of the funds.

4. Notice of defect

If there is a defect in the supply, the buyer must notify the supplier immediately in writing as soon as the defect is detected, depending on the circumstances, during the normal course of the transaction.

5. Confidentiality

The contracting parties undertake to treat as trade secrets all commercial and technical details that are not in the public domain and that become known to them through the business relationship.

6. Delivery dates and times

Agreed delivery dates and times are binding. It is the time at which the goods are received by the buyer that determines whether the delivery date or time has been adhered to. Unless delivery "ex works" has been agreed, the supplier must, when supplying the goods, allow for the usual time required for loading and shipment.

7. Delay in delivery

7.1
The supplier is obliged to compensate the buyer for any damage arising from delay in delivery.

7.2
In cases of slight negligence, compensation shall be limited to additional freight costs and retrofit costs and, after an additional period set has expired without result or where the buyer has lost interest in the delivery, to the additional expenditure for cover purchases.

8. Force majeure

In cases of force majeure, industrial disputes, civil unrest and other unforeseeable, unavoidable and serious events, the contracting parties shall be released from their contractual obligations for the duration of the disruption and within the scope of its effects. This shall also apply if such events occur at a time when the affected party was already in default. The contracting parties shall be bound, as far as this is reasonably possible, to provide the required information without delay and in good faith adapt their contractual obligations to the new circumstances.

9. Liability for defects

9.1
If defective goods are delivered, the buyer may exercise its statutory rights under warranty. Parts to be replaced are to be made available immediately to the supplier on demand and at his cost.

9.2
Claims arising from liability for defects become time-barred from the transfer of risk as follows:
a. for batteries within 12 months
b. for W.EASY Connect within 24 months, with the exception of used or refurbished VCIs, for which the limitation period is 12 months
c. for laptops within 36 months
d. for software within 12 months
e. for W.EASY ADAS Calibration within 24 months
f. for A/C within 12 months
g. otherwise within 12 months.

9.3
Claims under liability for defects shall not arise if the defect is attributable to failure to follow the operating or maintenance instructions, improper or inappropriate use, faulty or negligent handling, natural wear and tear, or interventions in the delivery item carried out by the buyer or third parties.

9.4
In the event of defective deliveries, the buyer's claims under product liability law and other cases of mandatory statutory liability remain unaffected. Quality and service life guarantees must be explicitly identified as such and detailed in writing.

9.5 Guarantee for W.EASY Connect
In addition to the statutory rights under warranty, the supplier grants a durability guarantee for the product W.EASY Connect within the meaning of section 443 BGB for a period of 24 months from the transfer of risk.
The guarantee covers the functionality of the product under its intended use. In the event of a claim under this guarantee, the supplier shall, at its discretion, repair or replace the product free of charge.

The guarantee does not apply to:
- W.EASY Box 2.0
- Used or refurbished VCIs
- Damage caused by improper use, external influences or unauthorised interventions

The buyer's statutory rights under warranty remain unaffected by this guarantee.

10. Liability

10.1
The supplier is liable without limitation:
- in the event of intent or gross negligence
- in the event of injury to life, body or health
- on the basis of mandatory statutory liability (e.g. under product liability law)
- in the event of culpable breach of essential contractual obligations (cardinal obligations), the fulfilment of which is a prerequisite for the proper performance of the contract; in the case of simple negligence, however, liability is limited to the typically foreseeable damage.

10.2
In the case of simple negligence, the supplier shall not be liable for
- purely financial losses that are not based on a breach of essential contractual obligations
- indirect damage and consequential damage (e.g. loss of profit, production downtime).

10.3
If the buyer is held liable by third parties on the basis of no-fault liability, the supplier shall indemnify the buyer to the extent that it would also be directly liable. Section 254 of the German Civil Code (contributory negligence) applies accordingly.

10.4
Claims by the buyer against the supplier are excluded if the damage is solely attributable to the following:
- breach of operating, maintenance or installation instructions by the buyer
- unsuitable or improper use of the products
- faulty or negligent handling by the buyer
- natural wear and tear
- unauthorised interventions or modifications by the buyer or third parties

10.5
The buyer is obliged to mitigate damage by taking appropriate measures. The buyer shall inform the supplier without undue delay before asserting any claims for damages and shall give it the opportunity to investigate the incident.

11. Reservation of title

The supplier retains ownership of all goods supplied by him until they have been paid in full, and all deliveries shall be considered as part of one continuous supply transaction. In the case of current accounts, the ownership is retained as security for the balance due. If the buyer sells off the delivered goods in the normal way, he herewith transfers to the supplier any accounts receivable from his customer, including any ancillary rights, until complete repayment of all moneys outstanding. If circumstances so require, the buyer shall, at the request of the supplier, notify third-party purchasers of the above transfer and provide the supplier with any information and documents needed to exercise his rights. The supplier must release any sureties held for accounts receivable insofar as their value exceeds that of the accounts receivable by more than 20%.

12. Export controll and customs

12.1
The buyer warrants that, insofar as delivered goods are subject to the provisions of Article 12g of Regulation (EU) 833/2014, it will not sell, export or re-export such goods, either directly or indirectly, to the Russian Federation or for use in the Russian Federation.

12.2
The buyer shall use its best endeavours to ensure that the provision in paragraph 12.1 is not circumvented by third parties further down the supply chain, in particular by any potential resellers.

12.3
The buyer shall establish and maintain an appropriate monitoring mechanism to prevent any circumvention of the provision in paragraph 12.1 by third parties further down the supply chain or by potential resellers.

12.4
Any breach of paragraphs 12.1, 12.2 or 12.3 above constitutes a material breach of contract and entitles WABCOWÜRTH Workshop Services GmbH to terminate the supply relationship with immediate effect and to cancel without delay any orders already confirmed. Furthermore, the buyer shall indemnify WABCOWÜRTH Workshop Services GmbH against all costs, third-party claims and other disadvantages (e.g. fines) arising from a breach of any obligation under paragraphs 12.1, 12.2 or 12.3 above. This does not apply if the buyer is not responsible for such breach of duty. Furthermore, WABCOWÜRTH Workshop Services GmbH is entitled to demand from the buyer a contractual penalty amounting to 5 % of the sale price of the goods that were sold in contravention of the provisions of this clause. Any further existing claims for damages remain unaffected.

12.5
The buyer is obliged to inform WABCOWÜRTH Workshop Services GmbH of any breaches of the provisions in paragraphs 12.1, 12.2 or 12.3. At the request of WABCOWÜRTH Workshop Services GmbH, the buyer shall provide all information concerning compliance with the obligations set out in paragraphs 12.1, 12.2 and 12.3 within two weeks. WABCOWÜRTH Workshop Services GmbH will notify the competent authority of any infringements of the provisions in paragraphs 12.1, 12.2 and 12.3 above.

13. General conditions

13.1
If one of the contracting parties ceases making payments, or if insolvency proceedings or out-of-court composition proceedings are applied for in respect of its assets, the other party shall be entitled to withdraw from the unfulfilled part of the contract.

13.2
Should any provision of these terms and conditions or of any additional agreements be or become invalid, the validity of the remainder of the contract shall not be affected thereby.

13.3
Unless otherwise agreed, the law of the Federal Republic of Germany shall apply exclusively. The UN Convention on Contracts for the International Sales of Goods (CISG) shall not apply.

13.4
The place of performance is Künzelsau, unless otherwise agreed in writing.

13.5
The place of jurisdiction shall be the court having jurisdiction for Künzelsau.