General Terms and Conditions of Purchase of WOTAN SOLUTIONS GmbH

§ 1 General Provisions and Scope

1.1. These General Terms and Conditions of Purchase (GTCP) apply to all orders and contracts of WOTAN SOLUTIONS GmbH, Wunsiedler Str. 22, 95478 Kemnath (hereinafter referred to as the “Buyer”), with suppliers (hereinafter referred to as the “Seller”).

1.2. Conflicting or deviating conditions of the Seller will only be recognized if the Buyer has expressly agreed to them in writing. These GTCP also apply if the Buyer accepts the delivery without reservation despite being aware of conflicting or deviating conditions of the Seller.

1.3. These GTCP also apply to all future transactions between the parties, even if they are not explicitly agreed upon again.

§ 2 Order and Order Confirmation

2.1. Orders from the Buyer are only binding if they are made in writing. Oral agreements require written confirmation by the Buyer to be effective.

2.2. The Seller is obliged to confirm the Buyer’s order in writing within a period of five (5) business days. If no confirmation is received within this period, the Buyer is entitled to cancel the order without any costs or obligations.

2.3. Deviations from the order conditions, especially regarding prices, delivery times, and product quality, require the express written consent of the Buyer.

§ 3 Prices and Payment Terms

3.1. The prices stated in the order are fixed prices and include all taxes, duties, and other additional costs unless expressly agreed otherwise.

3.2. The Buyer shall pay the invoice amount within 30 days after complete delivery and receipt of a proper invoice. The Buyer reserves the right to reject invoices that do not comply with the agreed terms.

3.3. Payments are considered made when the Buyer has submitted the transfer order to their bank.

3.4. Cash discounts are only permitted if expressly agreed in writing.

§ 4 Delivery and Delivery Time

4.1. The delivery time specified in the order is binding. The Seller is obliged to inform the Buyer immediately in writing if circumstances arise or become apparent that may jeopardize the timely delivery.

4.2. In case of delayed delivery, the Buyer is entitled to all legal claims, including the right to withdraw from the contract and claim damages after an appropriate grace period has expired without success.

4.3. Partial deliveries are only permitted with the express written consent of the Buyer.

4.4. The Seller bears the risk of accidental loss and accidental deterioration of the goods until they are delivered to the location designated by the Buyer.

§ 5 Liability for Defects and Warranty

5.1. The Seller guarantees that the delivered goods conform to the agreed specifications, are free of defects, and possess the assured qualities.

5.2. The Buyer is entitled to inspect the goods within a reasonable period after receipt. The Buyer will report obvious defects within ten (10) business days of delivery and hidden defects within ten (10) business days of their discovery.

5.3. In the event of defects, the Buyer may choose to have the defective goods repaired free of charge or to receive a replacement. If the Seller fails to fulfill this obligation within a reasonable period, the Buyer is entitled to withdraw from the contract, repair the goods at the Seller’s expense, or obtain a replacement.

5.4. The warranty period is 24 months from the delivery of the goods unless expressly agreed otherwise.

§ 6 Retention of Title

6.1. An extended or expanded retention of title by the Seller is not recognized.

§ 7 Liability

7.1. The Seller is fully liable for all damages incurred by the Buyer due to delayed delivery, defective delivery, or other breaches of contract, unless the Seller can prove that they are not at fault.

7.2. The Seller indemnifies the Buyer against all third-party claims arising from the violation of third-party rights by the delivered goods.

§ 8 Confidentiality

8.1. The Seller undertakes to treat all information and documents received from the Buyer in connection with the order as strictly confidential and not to disclose them to third parties unless the Buyer has expressly agreed in writing.

§ 9 Final Provisions

9.1. Amendments and supplements to these GTCP must be made in writing. This also applies to any amendment of this written form requirement.

9.2. The place of fulfillment for deliveries and payments is the Buyer’s registered office.

9.3. The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

9.4. The court with jurisdiction over the Buyer’s registered office shall have jurisdiction for all disputes arising from or in connection with this contract.

9.5. Should any provision of these GTCP be or become invalid, this shall not affect the validity of the remaining provisions. The parties undertake to replace the invalid provision with a valid one that comes as close as possible to the economic purpose of the invalid provision.

WOTAN SOLUTIONS GmbH
Wunsiedler Str. 22
95478 Kemnath
Germany
Managing Director: Mr. Dominic Küffner