Winkler Technik – Verlegeschienen & Befestigungssysteme für Fußbodenheizung

General Terms and Conditions

This English version is provided for convenience only. In case of any discrepancy, the German version shall prevail.

1. Scope of the conditions

  • Deliveries, services and offers of the Seller are made exclusively on the basis of these general terms and conditions. They therefore also apply to all future business relationships, even if they are not expressly agreed again.

2. Conclusion of contract

  • Offers contained in brochures, advertisements, etc. — including with regard to prices — are subject to change and non-binding. The Seller is bound to specifically prepared offers for 30 calendar days.
  • The Buyer is bound to its order for six weeks. Orders require written confirmation by the Seller to be legally effective. If the Seller does not refuse acceptance within four weeks of receipt of the order, confirmation is deemed to have been granted.
  • Side agreements, changes and additions are only valid if confirmed by the Seller in writing. The same applies to assurances of properties.
  • Designations and specifications stipulated at the conclusion of the contract represent the technical state at that time. The Seller expressly reserves the right to make design changes for deliveries under this contract, provided these changes are not fundamental and the contractual purpose is not significantly impaired.

3. Sales contracts

  • The contracts between Seller and Buyer are sales contracts. The mutual obligations arise exclusively from the following provisions and are not affected by financing arrangements between the Buyer and third parties. In particular, the payment obligations of the Buyer remain in full. This also applies if the Seller has arranged financing contracts.

4. Prices, price changes

  • All prices are net prices excluding VAT, which the Buyer must pay additionally at the applicable statutory rate.
  • Unless special arrangements are made, we send goods at our best discretion to the specified delivery address on behalf of and at the expense of the Buyer — i.e. unfreighted, unpaid duty, uninsured and unloaded.
  • If more than six months lie between the conclusion of the contract and the agreed and/or actual delivery date, the Seller's prices applicable at the time of delivery or provision shall apply.

5. Delivery times

  • The Seller endeavours to meet the stated dates. The stated delivery time is, however, not guaranteed.
  • The duration of any grace period to be set by the Buyer by law is fixed at six weeks, beginning with receipt of the grace period notice by the Seller.
  • The Buyer may only claim damages for non-performance if the Seller or its agents caused the damage intentionally or through gross negligence.
  • If the Buyer does not exercise the above right, no claims for damages arise from the non-observance of any delivery dates.
  • Extended liability under § 287 BGB is excluded.
  • Partial deliveries are permitted.

6. Shipping and transfer of risk

  • Risk passes to the Buyer as soon as the shipment has been handed over to the carrier. If shipment is delayed at the Buyer's request, risk passes upon notification of readiness for shipment. The Seller is not obliged to insure deliveries on behalf of and for the account of the Buyer.

7. Warranty and liability

  • If the delivered item is defective, lacks warranted properties, or becomes defective within the warranty period due to manufacturing or material defects, the Seller will, at its discretion and excluding all other warranty claims of the Buyer — particularly excluding all consequential damages — provide a replacement.
  • The warranty period is two years and starts on the date of delivery.
  • The Buyer must inspect the shipment for transport damage immediately upon arrival and notify the Seller of any damage or loss without delay through a carrier's report or a sworn statement signed by two witnesses and the Buyer. Otherwise, obvious defects must be reported to the Seller in writing without delay, but no later than within two weeks of delivery. Defective items must be kept available for inspection by the Seller in the condition they were in when the defect was discovered. A breach of these obligations excludes all warranty claims against the Seller.
  • If replacement delivery fails after a reasonable period, the Buyer may, at their option, demand a reduction of the price or cancellation of the contract.
  • The Seller is available to the Buyer to provide information and advice on the use of its products to the best of its knowledge. However, it is only liable for this in accordance with the following paragraph if a special fee has been agreed.
  • Claims for damages arising from impossibility of performance, non-performance, positive breach of contract, fault at the conclusion of the contract and tort are excluded against the Seller as well as against its agents and vicarious agents, unless the damage was caused intentionally or through gross negligence.

8. Reservation of title

  • Until fulfilment of all (including balance) claims to which the Seller is entitled against the Buyer for any legal reason now or in the future, the Seller reserves title to the delivered goods (reserved goods). The Buyer may not dispose of the reserved goods.
  • In the event of access by third parties — in particular bailiffs — to the reserved goods, the Buyer will refer to the Seller's ownership and notify the Seller without delay. The Buyer bears the costs and damages.
  • In the event of conduct by the Buyer in breach of contract — in particular default in payment — the Seller is entitled to reclaim the reserved goods at its own expense. Processing or transformation always takes place for the Seller as the manufacturer, but without obligation for the Seller. The Buyer is entitled to process and sell the reserved goods in the ordinary course of business as long as it is not in default. Pledging and assignment as security are not permitted. Receivables arising from the resale are assigned in full to the Seller as security in advance.

9. Prohibition of assignment and set-off

  • The Buyer is not entitled to set off its own claims that have not been finally established by a court against claims of the Seller. The Buyer is also not entitled to assign such claims to third parties.

10. Payment

  • Sales personnel and technical personnel are not authorised to collect cash. Payments with discharging effect can only be made directly to the Seller or to a bank account specified by the Seller.
  • Invoices of the Seller are to be settled in accordance with specific agreements.
  • The Seller expressly reserves the right to refuse cheques or bills of exchange. They are always accepted only on account of payment. Discount and bill charges are borne by the Buyer and are due immediately.
  • If the Buyer is in default, the Seller is entitled to charge interest at the rate charged by commercial banks for open current account loans — but at least 4% above the Bundesbank discount rate — plus VAT.
  • The Buyer is only entitled to set-off if the counterclaim is undisputed or has been finally established by a court.

11. Place of performance, jurisdiction and severability

  • Place of performance is Überlingen. If the Buyer is a registered trader, a legal entity under public law or a special public-law fund, Überlingen or the Regional Court of Konstanz, at the Seller's choice, is agreed as the place of jurisdiction for any disputes arising from the contracts.
  • Should one or more of the above provisions be or become invalid, the validity of the remaining provisions shall not be affected. The invalid provision shall be replaced by a valid one that achieves the intended economic purpose as closely as possible.
  • The law of the Federal Republic of Germany applies to the terms and conditions and the entire legal relationship. Place of jurisdiction and place of performance is exclusively Überlingen.