General Terms and Conditions of Sale of Wego Systembaustoffe GmbH

1. Scope and Form

1.1 These General Terms and Conditions of Sale (“GTC”) apply to all our business relationships with our customers (“Buyer”). The GTC only apply if the Buyer is an entrepreneur (Section 14 of the German Civil Code (BGB)), a legal entity under public law, or a special fund under public law.

1.2 The GTC apply in particular to contracts for the sale and/or delivery of movable goods (“Goods”), regardless of whether we manufacture the Goods ourselves or purchase them from suppliers (Sections 433, 650 BGB). Unless otherwise agreed, the GTC in the version valid at the time of the Buyer’s order or, in any case, in the version last communicated to the Buyer in text form, shall also apply as a framework agreement for similar future contracts without us having to refer to them again in each individual case.

1.3 Our GTC apply exclusively. Deviating, conflicting, or supplementary general terms and conditions of the Buyer shall only become part of the contract if and to the extent that we have expressly agreed to their validity. This requirement of consent applies in all cases, for example, even if the Buyer refers to their general terms and conditions in the context of the order and we do not expressly object to them.

1.4 Individual agreements (e.g., framework supply agreements, quality assurance agreements) and specifications in our order confirmation take precedence over the GTC. Subject to proof to the contrary, a written contract or our written confirmation is authoritative for the content of such agreements. In case of doubt, commercial terms shall be interpreted in accordance with the Incoterms issued by the International Chamber of Commerce in Paris (ICC) in the version valid at the time the contract is concluded.

1.5 Legally relevant declarations and notifications by the Buyer in relation to the contract (e.g., setting of deadlines, notification of defects, withdrawal, or reduction) must be submitted in writing. Written form within the meaning of these GTC includes written or text form (e.g., letter, email, message via a messenger service used by us). Statutory formal requirements and further evidence, especially in case of doubt regarding the legitimacy of the declarant, remain unaffected. Insofar as we open the possibility of communication via messenger services for order and contract processing as well as for other inquiries, the Buyer is responsible for ensuring that the necessary legal requirements are met by them or by the employees working for them, i.e., that the messenger service may be used specifically for business communication.

1.6 References to the validity of statutory provisions are for clarification purposes only. Even without such clarification, the statutory provisions shall therefore apply unless they are directly amended or expressly excluded in these GTC.

1.7 Our registered office is Hanau.

2. Conclusion of Contract

2.1 Our offers are subject to change and non-binding. This also applies if we have provided the Buyer with catalogs, technical documentation (e.g., drawings, plans, calculations, costings, references to DIN standards), other product descriptions, or documents—also in electronic form—to which we reserve ownership and copyrights.

2.2 The ordering of Goods by the Buyer is considered a binding contractual offer. Unless otherwise stated in the order, we are entitled to accept this contractual offer within two weeks of its receipt by us.

2.3 Acceptance can be declared either in writing (e.g., by order confirmation) or by delivery of the Goods to the Buyer.

2.4 Our sales staff are not authorized to make verbal collateral agreements or assurances that go beyond the content of the order confirmation, these GTC, or a written contract.

3. Delivery Time and Delay in Delivery

3.1 The delivery period is agreed individually or specified by us upon acceptance of the order. If shipment has been agreed, delivery periods and delivery dates refer to the time of handover to the forwarder, the carrier, or the person or institution otherwise designated to carry out the shipment. This includes self-transport by our employees.

3.2 If we are unable to meet binding delivery periods for reasons for which we are not responsible (non-availability of performance), we will inform the Buyer of this immediately and at the same time communicate the expected new delivery period. If the performance is also unavailable within the new delivery period, we are entitled to withdraw from the contract in whole or in part; we will immediately refund any consideration already provided by the Buyer. A case of non-availability of performance in this sense includes, in particular, the failure of our supplier to deliver on time if we have concluded a congruent hedging transaction, neither we nor our supplier are at fault, or we are not obliged to procure in the individual case.

3.3 The occurrence of our delay in delivery is determined by statutory provisions. In any case, however, a reminder by the Buyer is required.

3.4 In the event of delivery disruptions due to force majeure or unforeseeable circumstances (operational disruptions, strikes, etc.), we are entitled to postpone the delivery date by a reasonable period. Delay does not occur during the delivery period extended in this way.

3.5 The Buyer’s rights pursuant to Section 9 of the GTC and our statutory rights, in particular in the event of an exclusion of the obligation to perform (e.g., due to impossibility or unreasonableness of performance and/or supplementary performance), remain unaffected.

4. Delivery, Transfer of Risk, Acceptance, and Default of Acceptance

4.1 Delivery is ex warehouse, which is also the place of performance for the delivery and any supplementary performance. At the Buyer’s request and expense, the Goods will be shipped to another destination (sale by delivery). Unless otherwise agreed, we are entitled to determine the type of shipment (in particular self-transport, transport company, shipping route, packaging) ourselves.

4.2 In the case of agreed self-collection from the warehouse, it is the sole responsibility of the Buyer or the carrier commissioned by them to load the Goods properly and secure them adequately for transport. If our employees assist in loading the Goods, they act exclusively on the instructions, peril, and risk of the Buyer and thus as vicarious agents of the Buyer. The Buyer is responsible for proper load securing in all cases. Our employees are free to refuse assistance with loading in cases where they are of the opinion that proper and safe transport cannot be carried out under the conditions created by the Buyer.

4.3 We are entitled to make partial deliveries to a reasonable extent. A partial delivery is to be regarded as reasonable in particular if (i) the partial delivery is usable for the Buyer within the scope of the contractual intended purpose, (ii) the delivery of the remaining ordered Goods is ensured, and (iii) the Buyer does not incur any significant additional effort or additional costs as a result (unless we agree to bear these costs).

4.4 The risk of accidental loss and accidental deterioration of the Goods passes to the Buyer at the latest upon handover. In the case of sale by delivery, however, the risk of accidental loss and accidental deterioration of the Goods as well as the risk of delay passes upon delivery of the Goods to the forwarder, the carrier, or the person or institution otherwise designated to carry out the shipment. This includes self-transport by our employees. Insofar as acceptance has been agreed, this is decisive for the transfer of risk. In all other respects, the statutory provisions of the law on contracts for work and services apply accordingly to an agreed acceptance. Handover or acceptance is deemed to have taken place if the Buyer is in default of acceptance.

4.5 If the Buyer is in default of acceptance, fails to perform an act of cooperation, or if our delivery is delayed for other reasons for which the Buyer is responsible, we are entitled to demand compensation for the resulting damage including additional expenses (e.g., storage costs). For this, we charge a flat-rate compensation in the amount of 0.5% of the invoice amount per calendar week starting with the delivery period or—in the absence of a delivery period—with the notification of readiness for shipment of the Goods, up to a maximum of 5% of the invoice amount. In the event of final non-acceptance of the Goods, we charge a flat rate of 10% of the invoice amount. The proof of higher damages and our statutory claims (in particular compensation for additional expenses, reasonable compensation, termination) remain unaffected; however, the flat rate is to be offset against further monetary claims. The Buyer remains permitted to prove that we have suffered no damage at all or only significantly less damage than the aforementioned flat rate.

4.6 If, in the case of an order on call, the call is not declared to us by the Buyer within the agreed period, we are entitled to deliver the Goods subject to a notice period of two weeks. The invoice will be issued based on the prices valid on the day of delivery. If we do not make use of the right to deliver the Goods with a notice period, we are entitled, after the fruitless expiry of a deadline set with a threat of rejection, to withdraw from the contract and demand damages for non-performance.

5. Prices and Payment Conditions

5.1 Unless otherwise agreed in individual cases, our current prices at the time the contract is concluded apply, ex warehouse, plus statutory value-added tax and plus the costs for packaging and shipping.

5.2 Insofar as the prices applicable to the Goods are adjusted by us due to relevant costs for price calculation, the Buyer will receive an updated price list from us for future orders. The relevant costs for price calculation are, in particular, the procurement costs of the Goods to be delivered as well as changes in value-added tax.

5.3 Any granted discounts as well as turnover and freight bonuses shall lapse if the customer is in default with the payment of invoices issued by us or in the event of insolvency proceedings over their assets.

5.4 In the case of sale by delivery (Section 4.1 of the GTC), the Buyer bears the transport costs from the warehouse and the costs of any transport insurance requested by the Buyer. The Buyer shall bear any customs duties, fees, taxes, and other public charges.

5.5 The purchase price is to be paid in accordance with the conditions of an individually agreed framework contract between us and the Buyer or in accordance with the individually coordinated customer master sheet for the Buyer. Insofar as no individual conditions have been agreed, the purchase price is due within fourteen days of invoicing and delivery or acceptance of the Goods. However, we are entitled at any time, even within the scope of an ongoing business relationship, to carry out a delivery in whole or in part only against advance payment. We shall declare a corresponding reservation at the latest with the order confirmation.

5.6 Insofar as a discount (Skonto) is agreed, only the pure value of the goods is discountable. This means that other invoice items, e.g., tolls, freight, packaging, and various services, are not discountable. Furthermore, for pre-carriage, a flat rate of up to 14% of the gross value of the goods is deducted when calculating the discountable value of the goods.

5.7 The Buyer shall be in default upon expiry of the aforementioned payment period. The purchase price shall bear interest during the period of default at the applicable statutory default interest rate. We reserve the right to assert further damages caused by delay. Our claim to the commercial maturity interest (Section 353 of the German Commercial Code (HGB)) against merchants remains unaffected.

5.8 The Buyer shall only be entitled to rights of set-off or retention to the extent that their claim has been legally established or is undisputed. In the event of defects in the delivery, the Buyer’s counter-rights, in particular pursuant to Section 8.4 sentence 2 of the GTC, remain unaffected.

5.9 If it becomes apparent after the conclusion of the contract (e.g., by an application for the opening of insolvency proceedings) that our claim to the purchase price is jeopardized by the Buyer’s lack of ability to perform, we are entitled to refuse performance in accordance with statutory provisions and—if necessary after setting a deadline—to withdraw from the contract (Section 321 BGB). In the case of contracts for the manufacture of non-fungible items (custom-made products), we can declare withdrawal immediately; the statutory regulations on the dispensability of setting a deadline remain unaffected.

6. Retention of Title

6.1 We reserve title to the sold Goods (“Reserved Goods”) until full payment of all our current and future claims arising from an order (purchase contract).

6.2 The Reserved Goods may neither be pledged to third parties nor transferred by way of security before full payment of the secured claims. The Buyer must notify us immediately in writing if an application for the opening of insolvency proceedings is filed or insofar as third parties access (e.g., seizures) the Reserved Goods.

6.3 In the event of conduct by the Buyer in breach of contract, in particular non-payment of the due purchase price, we are entitled to withdraw from the contract in accordance with statutory provisions and/or demand the return of the Reserved Goods. The demand for return does not simultaneously include the declaration of withdrawal; rather, we are entitled to merely demand the return of the Reserved Goods and reserve the right to withdraw. If the Buyer does not pay the due purchase price, we may only assert these rights if we have previously set the Buyer a reasonable deadline for payment without success or if such a deadline is dispensable according to statutory provisions.

6.4 Until revoked in accordance with Section 6.4 lit. (e) of the GTC, the Buyer is authorized to resell the Reserved Goods in the ordinary course of business, provided they are not in default of payment, or to process them. In these cases, the following provisions apply additionally:

(a) The resale of Reserved Goods is only permitted in the ordinary course of business and only on the condition that the Buyer receives payment from their customer or makes the reservation that ownership only passes to the customer when the customer has fulfilled their payment obligations.

(b) The retention of title extends to the products resulting from the processing, mixing, or combining of our Reserved Goods at their full value, whereby we are deemed to be the manufacturer. If, in the case of processing, mixing, or combining with goods of third parties, their right of ownership remains, we shall acquire co-ownership in proportion to the invoice values of the processed, mixed, or combined Reserved Goods. In all other respects, the same applies to the resulting product as to the Reserved Goods.

(c) The Buyer hereby assigns to us as security the claims against third parties arising from the resale of the Reserved Goods or the product in total or in the amount of our possible co-ownership share in accordance with the aforementioned Section 6.4 lit. (b) of the GTC, including all balance claims from current accounts. We accept the assignment. The Buyer’s obligations mentioned in Section 6.2 of the GTC apply accordingly in respect of the assigned claims.

(d) The Buyer remains authorized to collect the claim alongside us. We undertake not to collect the claim as long as the Buyer meets their payment obligations to us, there is no deficiency in their ability to perform, and we do not assert the retention of title by exercising a right pursuant to Section 6.3 of the GTC. If this is the case, however, we can demand that the Buyer informs us of the assigned claims and their debtors, provides all information required for collection, hands over the associated documents, and notifies the debtors (third parties) of the assignment. Furthermore, in this case, we are entitled to revoke the Buyer’s authority to further resell and process the Reserved Goods.

(e) If there is an important reason, in particular in the event of default of payment, cessation of payments, opening of insolvency proceedings, protest of a bill of exchange, or justified indications of over-indebtedness or imminent insolvency of the Buyer, we are entitled to revoke the Buyer’s collection authorization. Furthermore, after prior warning and compliance with a reasonable period, the supplier can disclose the security assignment, realize the assigned claims, and demand that the Buyer discloses the security assignment to the customer.

(f) If the realizable value of the securities exceeds our claims by more than 10%, we will release securities of our choice at the Buyer’s request.

6.5 The Buyer undertakes to treat the Reserved Goods with care, to store them separately, and to mark them as Goods of the seller subject to retention of title. They also undertake to insure the Reserved Goods at their own expense against fire, water, and theft damage sufficiently at replacement value. Insofar as maintenance and inspection work becomes necessary, the Buyer is obliged to carry it out in good time at their own expense.

6.6 If the Buyer is entitled to partial payments based on an individual agreement with the seller and falls into default with the payment of at least two consecutive installments of the remuneration or at least 10% of the partial payment price, in particular fails to honor a check or bill of exchange or ceases their payments, the seller is entitled to set them a two-week deadline in writing for the payment of the outstanding installments, combined with the threat that after the fruitless expiry of this deadline, the future due installments will become due immediately. In this case, the seller will set the customer a reasonable deadline for the payment of the entire amount.

7. Consignment Goods

7.1 Insofar as we order Goods for and on account of the Buyer in our own name (“Consignment Goods”), the Buyer must confirm our offer within three working days of receipt of the offer (order confirmation in text form pursuant to Section 126b BGB). We order the Consignment Goods in accordance with the order confirmation issued by the Buyer and will store them for the Buyer upon receipt in our warehouse.

7.2 We will inform the Buyer immediately of the arrival of the Consignment Goods at the warehouse (notification in text form pursuant to Section 126b BGB). Notwithstanding Section 5.5 of the GTC, the purchase price for the Consignment Goods is due immediately from the time of storage with us. The Buyer is obliged to collect the Consignment Goods received by us in accordance with the order confirmation issued by them and to pay the purchase price.

7.3 The provisions of Section 6 of the GTC do not apply to Consignment Goods. The Buyer shall exclusively become the owner of the Consignment Goods ordered by the Buyer through us and stored by us for the Buyer.

7.4 Insofar as the Buyer does not collect the Consignment Goods within four weeks of notification, we will ship the Consignment Goods to the delivery address specified by the Buyer in the order confirmation at the Buyer’s expense. In the event of non-payment of the due purchase price within the payment period applicable according to the issued invoice, Section 5.5 of the GTC shall apply accordingly.

7.5 We will realize and account for the turnover for the Consignment Goods at the time of receipt at our warehouse and at the time of transfer of ownership to the Buyer as revenue in accordance with IFRS 15. IFRS 15 is an International Financial Reporting Standard (IFRS) issued by the International Accounting Standards Board (IASB) that contains guidelines for accounting for revenue from contracts with customers.

8. Buyer’s Claims for Defects

8.1 The statutory provisions apply to the Buyer’s rights in the event of material and legal defects (including incorrect and short delivery), unless otherwise specified below.

8.2 We are generally not liable for defects that the Buyer knows or is grossly negligent in not knowing at the time the contract is concluded (Section 442 BGB). Furthermore, the Buyer’s claims for defects presuppose that they have complied with their statutory inspection and notification obligations (Sections 377, 381 HGB). In the case of building materials and other goods intended for installation or other further processing, an inspection must be carried out in any case before processing. If a defect appears during delivery, inspection, or at any later time, we must be notified of this in writing immediately. In any case, obvious defects must be reported in writing within three working days of delivery and defects not recognizable during inspection within the same period from discovery. If the Buyer fails to carry out the proper inspection and/or notification of defects, our liability for the defect not reported, or not reported on time or properly, is excluded in accordance with statutory provisions. In the case of goods intended for installation, attachment, or mounting, this also applies if the defect only became apparent after the corresponding processing as a result of the breach of one of these obligations; in this case, the Buyer has no claims in particular for compensation for corresponding costs (“removal and installation costs”).

8.3 If the delivered item is defective, we can initially choose between supplementary performance by eliminating the defect (rectification) or delivery of a defect-free item (replacement delivery). If the type of supplementary performance chosen by us is unreasonable for the Buyer in an individual case, they can reject it. Our right to refuse supplementary performance under the statutory requirements remains unaffected.

8.4 We are entitled to make the owed supplementary performance dependent on the Buyer paying the due purchase price. However, the Buyer is entitled to retain a part of the purchase price that is reasonable in relation to the defect.

8.5 The Buyer must give us the time and opportunity required for supplementary performance, in particular to hand over the rejected Goods for testing purposes. In the case of replacement delivery, the Buyer must return the defective item to us in accordance with statutory provisions; however, the Buyer does not have a right of return. Supplementary performance includes neither the removal, extraction, or deinstallation of the defective item nor the installation, attachment, or mounting of a defect-free item if we were not originally obliged to perform these services; the Buyer’s claims for compensation for corresponding costs (“removal and installation costs”) remain unaffected.

8.6 We shall bear or reimburse the expenses required for the purpose of testing and supplementary performance, in particular transport, travel, labor, and material costs as well as, if applicable, removal and installation costs in accordance with the statutory regulation and these GTC, if a defect actually exists. Otherwise, we can demand reimbursement from the Buyer for the costs arising from the unjustified request for defect rectification if the Buyer knew or could have recognized that no defect actually existed.

8.7 If a reasonable deadline to be set by the Buyer for supplementary performance has expired unsuccessfully or is dispensable according to statutory provisions, the Buyer can withdraw from the purchase contract or reduce the purchase price in accordance with statutory provisions. In the case of an insignificant defect, however, there is no right of withdrawal.

8.8 Claims of the Buyer for reimbursement of expenses pursuant to Section 445a (1) BGB are excluded, unless the last contract in the supply chain is a consumer goods purchase (Sections 478, 474 BGB) or a consumer contract for the provision of digital products (Sections 445c sentence 2, 327 (5), 327u BGB). Claims of the Buyer for damages or reimbursement of futile expenses (Section 284 BGB) also exist in the case of defects in the Goods only in accordance with the following Sections 9 and 10 of the GTC.

9. Other Liability

9.1 Unless otherwise resulting from these GTC including the following provisions, we shall be liable in the event of a breach of contractual and non-contractual obligations in accordance with statutory provisions.

9.2 We shall be liable for damages—regardless of the legal grounds—within the scope of fault-based liability in the event of intent and gross negligence. In the event of simple negligence, we shall be liable, subject to statutory limitations of liability (e.g., care in own affairs; insignificant breach of duty), only:

(a) for damages resulting from injury to life, body, or health,

(b) for damages resulting from the breach of a material contractual obligation (obligation whose fulfillment makes the proper execution of the contract possible in the first place and on whose compliance the contractual partner regularly relies and may rely); in this case, however, our liability is limited to compensation for the foreseeable, typically occurring damage.

9.3 The limitations of liability resulting from Section 10.2 of the GTC also apply to third parties as well as in the event of breaches of duty by persons (also in their favor) whose fault we are responsible for according to statutory provisions. They do not apply insofar as a defect was fraudulently concealed or a guarantee for the quality of the Goods was assumed and for claims of the Buyer under the Product Liability Act.

9.4 Due to a breach of duty that does not consist of a defect, the Buyer can only withdraw or terminate if we are responsible for the breach of duty. A free right of termination for the Buyer (in particular pursuant to Sections 650, 648 BGB) is excluded. In all other respects, the statutory requirements and legal consequences apply.

10. Limitation Period

10.1 The mutual claims of the contracting parties expire according to the statutory provisions, unless otherwise specified below.

10.2 Notwithstanding Section 438 (1) No. 3 BGB, the general limitation period for claims arising from material and legal defects is one year from delivery. Insofar as acceptance has been agreed, the limitation period begins with acceptance.

10.3 However, if the Goods are a building or an item that has been used for a building in accordance with its usual manner of use and has caused its defectiveness (building material), the limitation period is five years from delivery in accordance with the statutory regulation (Section 438 (1) No. 2 BGB). Other statutory special regulations on limitation (in particular Section 438 (1) No. 1, (3), Sections 444, 445b BGB) also remain unaffected.

10.4 The aforementioned limitation periods of sales law also apply to contractual and non-contractual claims for damages by the Buyer based on a defect in the Goods, unless the application of the regular statutory limitation (Sections 195, 199 BGB) would lead to a shorter limitation in individual cases. However, claims for damages by the Buyer pursuant to Section 9.2 sentence 1 and sentence 2 (a) of the GTC as well as under the Product Liability Act shall expire exclusively according to the statutory limitation periods.

11. Orders via zusammenbauen.de

11.1 It is agreed in accordance with Section 312i (2) sentence 2 BGB that the Buyer waives the fulfillment of information obligations in electronic commerce according to Section 312i (1) Nos. 1 – 3 BGB.

11.2 The use of the system calculator by the Buyer on zusammenbauen.de is at their own risk. The selection, calculation, and combination of products and quantities represents only a non-binding suggestion and is made without any warranty.

12. Choice of Law and Jurisdiction

12.1 These GTC and the contractual relationship between us and the Buyer are governed by the law of the Federal Republic of Germany, excluding international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods (CISG).

12.2 The exclusive, also international, place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship is our place of business in Hanau. However, we are also entitled to bring an action at the place of performance of the delivery obligation in accordance with these GTC or a prior individual agreement or at the general place of jurisdiction of the Buyer. Prior statutory provisions, in particular regarding exclusive jurisdictions, remain unaffected.

13. Severability Clause

Should a provision be or become invalid, this shall not affect the validity of the remaining provisions of the GTC. In the event of the invalidity of a provision, the statutory regulation shall apply. This also applies in the event of a regulatory gap.

Status: April 2026