for companies only
General Terms and Conditions (GTC)
The English translation is for your information only; the German wording shall be governing.
1. Scope of Application
1.1. This Standard Conditions of Sale and Delivery shall prevail for all supplies of goods and services by WSW Spannwerkzeuge Vertriebs GmbH (hereinafter referred to as „WSW").
1.2. The customer’s standard business conditions shall not be applicable under no condition. This shall also hold good, if WSW supplies the services without reservation and in awareness of conditions to the contrary of or deviating from these Standard Conditions or if WSW signs client orders.
1.3.This Standard Conditions of Sale and Delivery of WSW shall also prevail for all future transactions with the customer without the requirement of an express reference.
1.4.These Conditions shall only apply to companies as defined by § 14 BGB (German Civil Code), legal persons of public law and foundations under public law.
1.5. In relation to any agreed commercial clauses, the current version of the ICC Incoterms shall apply, unless the partners
agree otherwise.
2. Quotations – Conclusion of the Contract – Contract Documents
2.1 Our quotations are – unless otherwise expressly provided – not binding and without engagement.
2.2 Our salespersons and sales agents are not authorized to make oral subsidiary agreements.
2.3 A contract shall be only effected, if either our written binding quotation has been accepted by the customer in writing within the specified deadline or the purchase order has been acknowledged in writing by WSW or accepted by WSW through delivery or invoicing.
2.4 Specifications contained in prospectuses and similar written materials (illustrations, drawings, specifications of performance, weight and dimensions) are only approximate specifications. They do not constitute – subject to an otherwise express agreement – agreed or warranted qualities.
2.5 WSW shall retain title and copyrights to illustrations and drawings, calculations, cost estimates and other documents. These documents shall not be disclosed, published or reproduced or used for other purposes than the agreed purposes without the prior written consent of WSW .
3. Prices – Price Advance – Payment Terms
3.1 Our prices are calculated in EURO per piece, unless otherwise expressly provided, strictly net ex works and are exclusive of incidental expenses like packing, transport and insurance charges. The statutory value-added tax is not included in the prices, but is itemized separately in the invoice on the day of invoicing.
3.2 WSW reserves the right to adapt the prices, which are based on material and labor costs, foreign currency costs, customs duties and tax charges at the time of the conclusion of the contract, to any increase of some or all of these costs occurring in the time between the conclusion of the contract and the delivery or supply of service.
3.3 Unless our quotation or our acknowledgement of order provides otherwise, invoices shall be payable immediately and strictly net. Payments shall be made exempt from costs and charges into the bank accounts of WSW specified in the invoice.
3.4 Bills and checks offered are only accepted by us, if agreed upon in writing, and only on account of payment. The payment shall not be deemed made until the owed amount including costs and discount charges has been irrevocably credited to WSW and WSW can dispose of the proceeds.
4. Delays in Payment
4.1 If the customer is in arrears, WSW shall be entitled to demand interests on arrears in the amount of at least 8% above the valid base rate (§ 288 Para 2 BGB). WSW reserves the right to furnish proof of a higher damage.
4.2 If the customer defaults in payment for more than 14 days or if the financial circumstances of the customer deteriorate, the entire claims of WSW against the customer shall be due immediately and regardless of any granted terms of payment and regardless of the term of any accepted endorsable securities.
5. Set-Off, Right of Retention
5.1 The customer shall be entitled to set off counterclaims only, if these counterclaims have been recognized by final judgment, are undisputed or have been acknowledged by WSW.
5.2 The customer shall be entitled to exercise a right of retention only, if its counterclaim is based on the same contract.
6. Delivery, Partial Delivery, Delivery Times
6.1 Our delivery dates are not to be interpreted to be fixed dates as defined by § 323 Para 2 No. 2 BGB, § 376 HGB (German Commercial Code). If WSW does not effect the delivery within the agreed term of delivery, the customer shall grant a period of grace of 3 weeks. The customer may only grant a shorter period of grace, if granting a period of grace of 3 weeks is unreasonable for the customer due to the actual circumstances which were foreseeable by WSW when the contract was concluded. The mere fact that the parties have agreed on a binding date of delivery is not sufficient. Rights from the delay may not be derived by the customer until the period of grace has expired.
6.2 The compliance with the agreed term for deliveries and supplies of services requires the timely receipt of all documents, required permissions, licenses and approvals, particularly including plans, to be provided by the customer, and the compliance with the agreed terms of payments and other obligations by the customer. If these requirements
are not met in due time, the term shall be extended reasonably, unless WSW has to account for such delay.
6.3 The term of delivery shall be deemed complied with, if the delivery item has been shipped until the expiry of such term.
6.4 Partial deliveries are permitted as far as acceptable for the customer. WSW shall be entitled to invoice such partial deliveries.
7. Obstruction of Delivery, Reservation as to Availability of Supplies
7.1 The term of delivery shall be extended reasonably in case of unforeseeable events not accounted for by WSW, e.g. temporary factory closures, strikes, lockouts (also with suppliers of WSW), or similar events such as riots, mobilizations or war, even if such events occur during a delay in delivery.
7.2 If such events make it impossible to supply the delivery or service within 3 months, the customer and WSW shall be entitled to withdraw from the contract in whole or in part. The customer shall not be entitled to claims for damages due to such withdrawal.
7.3 WSW shall be relieved from its obligation to deliver and perform, if WSW through no fault of its own has not been supplied in time and properly with the correct merchandise and cannot perform the contract.
8. Passing of Risk
8.1 The risk of accidental deterioration or loss of the products shall pass to the customer, as soon as the products have been surrender to the customer or to the person designated to ship the delivery, however at the latest when they leave our factory, even if WSW undertakes the dispatch, if partial deliveries are made or if WSW has undertaken to provide other services as well.
8.2 If the transport delays for reasons not accounted for by WSW or due to the conduct of the customer, the risk shall pass to the customer upon notice of WSW that the merchandise is ready for transport.
8.3 WSW shall be entitled, but not obliged to effect a transport insurance. The costs of such transport insurance shall be charged to the customer.
8.4 If the customer has not issued written shipping instructions, WSW shall determine the means of transport, the route of transport and the transport insurance, without being obliged to choose the fastest or most inexpensive option.
8.5 If the products are damaged
9. Obligation to Accept – Non-Performance
9.1 If the customer fails to accept delivery, we may – after having unsuccessfully granted to the customer a reasonable time limit for performance or subsequent performance – withdraw from the contract and claim damages.
9.2 Damages in the amount of 15% of the agreed price may be claimed by WSW without proof. The customer may furnish proof that damages did not occur at all or not in the asserted amount. WSW reserves the right to assert and prove a higher damage.
10. Reservation of Title
10.1 WSW shall retain title to the delivered products until all claims arising from the business relationship between the customer and WSW have been satisfied in full. This retention also applies, if the purchase price for certain supplies designated by the customer has been paid.
10.2 The customer may process, join and mix the products under our reservation of title in the ordinary course of business, unless the customer is in default of payment or has ceased payments. Any processing, joining or mixing of the delivered products shall always be carried out for the benefit of WSW as the producer, without WSW incurring any obligations in this respect. In case the (co-)ownership ceases through processing, joining or mixing, it is agreed already now that the (co-)ownership in the new object shall pass to WSW in proportion of the invoice values of the processed, joint or mixed products. The purchaser shall hold the objects of our (co-)ownership in custody free of charge for WSW .
10.3 The purchaser may sell the products under our reservation of title or (co-)ownership in the ordinary course of business, unless the customer is in default of payment or has ceased payments. The customer shall not pledge or assign by way of security the products under reservation of title. A sale into foreign countries shall be permitted only with our prior written consent. For the event that the customer sells products under reservation of title, the customer already now assigns to WSW , until the satisfaction of all claims of WSW , the rights arising for the customer from such sale against its purchasers along with all ancillary rights, securities and reservations of titles. WSW may request that the purchaser advises its purchasers of the assignment and provides all information and documents to WSW required for the collection.
10.4 The customer may collect the claims assigned by WSW , as long as the customer is not in default of payment or has not ceased payments. For the event that the claims of the customer from the resale of the products under reservation of title are received in a current account, the customer already now assigns its claim for payment from the respective recognized balance in the amount of the associated claims from the resale of the products under reservation of title. If WSW has only co-ownership title in the sold products, the aforesaid assignment shall apply only in the amount of the co-ownership of WSW . If products under reservation of title are sold together with other products at an overall price, the aforesaid assignment shall apply only in the amount of the invoice value of the products under reservation of title.
10.5 The customer shall notify WSW promptly and object, if products under reservation of title or other objects or claims to which WSW has titles are attached by third parties or otherwise may be impaired. The notification has to comprise the necessary documents. Expenses incurred by WSW due to such events shall be refunded by the customer.
11. Claims of Defects in Quality, Complaints, Time Limits for Notices of Defect
11.1 As far as we are liable for redhibitory defects, WSW shall be entitled to a subsequent performance, at our option by removal of the defect or delivery of faultless items.
11.2 Claims for defects in quality shall become statute-barred 12 months after the date when the risk was passed.
11.3 Claims shall be advised to WSW promptly in writing, at the latest within one week after handover (visible defects) or discovery of the defect. Otherwise the assertion of claims for defects shall be excluded. The assertion of defects by the customer requires in addition that the customer has properly complied with its statutory duties of inspection and of lodging complaints. In case of transport damages the purchaser shall promptly cause the appropriate ascertainment of facts to be made and to be delivered to us.
11.4 Claims for defects shall not be applicable in case of detriments resulting from wear and tear, incorrect or negligent treatment and maintenance, improper storage, unsuitable or improper use or non-compliance with our instructions for processing and use. The same applies to defects resulting from modifications of the delivered item made by the customer without our prior consent.
11.5 We shall be not obliged to satisfy claims for defects, as long as the purchaser is in arrears with payment of the purchase price in an amount exceeding the reduced value of the delivered item caused by the defect.
12. Defects in Title
12.1 WSW shall be obliged, unless otherwise agreed, to supply the deliveries and services free of defects in title, especially free of industrial property rights and copyrights of third parties (hereinafter “property rights”), only in the country of the place of delivery.
12.2 The customer shall be obliged to inform us promptly in writing, if third parties assert against the customer defects in title, especially the infringement of patents, trademarks, copyrights or other property rights or if the customer becomes aware of an infringement of property rights.
12.3 In the first instance, WSW shall be granted the opportunity for remedy within a reasonable time limit. WSW shall be entitled, at its option and at its expenses, either to obtain a right of use for the affected deliveries and services or to modify or replace them in a way that third-party property rights are not infringed anymore and the agreed specifications are still complied with. If WSW is not able to effect such remedy at reasonable conditions, the customer shall have the statutory rights of rescission and reduction. The obligation of WSW to pay damages shall be governed by Article 13.
12.4 The aforesaid obligations of WSW shall be only valid, if
12.4.1 the customer informs WSW promptly in writing about the infringement and allows WSW the sole control over the defense of the claim, so that WSW may make and carry out all decisions on defending the claim and the resulting proceedings, particularly including selection and appointment of all legal councils and experts,
12.4.2 the customer does not prejudice the defense of the claim by any concession, statement or conduct, whether act or omissions and does not conduct any correspondence concerning the claim.
12.5 Claims of the customer shall be excluded to the extent that the customer itself has caused the infringement or if the defect in title is based on an instruction of the customer or if the infringement was caused by the customer having modified the delivered item arbitrarily or used in a way not conforming to the contract.
12.6 Further and other claims of the customer than those stipulated by this provision against us and our vicarious agents on the grounds of defects in title shall be excluded.
13. Limitation of Liability for Damages
13.1 WSW shall be liable for damages and for compensation of frustrated expenses as defined by § 284 BGB (hereinafter “indemnification”) on account of defects of deliveries or services or on account of the violation of other contractual or non-contractual duties, especially from tort, only in case of intention or gross negligence. The aforesaid limitation of liability shall not be applicable, if WSW harms life, limb or health, if WSW has assumed a warranty or a sourcing risk, if WSW violates material contractual duties or is liable pursuant to the applicable product liability law.
13.2 Indemnifications on account of a violation of material contractual duties shall be limited to the compensation of such damages that we should have been able to foresee when concluding the contract on account of evident circumstances (typical damages), except in the case of intention or gross negligence or injuries to life, limb or health caused by WSW , or if WSW is liable due to the assumption of a warranty or a sourcing risk.
13.3 All limitations of liability shall apply in the same extent for our vicarious agents and servants.
13.4 A change of the onus of proof to the disadvantage of the purchaser is not implied by the above stipulations.
14. Terms of Use („Website“), Scope of Application, Services
14.1 Any use of one of our web sites (summarizing called „WSW Web Site“), provided by WSW and/or its affiliates, is subject to these terms of use. These Terms of Use may be amended, modified or replaced by other terms and conditions, e.g. for the purchase of products and services. With log-in, or where a log-in is not required, in accessing or using the WSW Web Site, these Terms of Use are accepted in their then current version.
14.2 In the case of Web offers aimed at companies or public enterprises, such companies or enterprises are represented by the User and must assume that the User has appropriate knowledge and acts accordingly.
14.3 The WSW Web Sites contain specific information, images and in specific instances - related documentations, for viewing or downloading.
14.4 WSW may stop the operation of the WSW Web Site in full or in part at any time. Due to the nature of the internet and computer systems, WSW cannot accept any liability for the continuous availability of the WSW Web Site.
14.5 Some pages of the WSW Web Site may be password protected. In the interest of safety and security of the business transactions, only registered Users may access said pages. WSW reserves the right to deny registration to any User. WSW particularly reserves the right to change certain sites, which were previously freely accessible, so that they are subject to registration. WSW is entitled, at any time and without obligation to give reasons, to deny the User the right to access the password-protected area by blocking its User Data.
15. Rights of Use to Information and Documentations, User Behavior
15.1 The use of any information and documentation made available on or via our Web Sites is subject to these Terms of Use. WSW grants the User a personal non-exclusive and non-transferable license, to use the information, images and documentation, to the extent of the purpose intended by WSW in making same available.
15.2 Information, images and documentation may not be distributed by the User to any third party at any time nor may it be rented or in any other way made available.
15.3 Our Web Site may contain confidential and/or proprietary content of WSW that is protected by copyright and other laws respecting proprietary rights, including the images, documentation, and/or all other information. The User shall observe such laws.
15.4 In accessing or using the WSW Web Site the User shall not harm other persons, in particular minors, or infringe their personal rights; breach public morality in its manner of use; violate any intellectual property right or any other proprietary right; upload any contents containing a virus, so-called Trojan Horse, or any other program that could damage data; transmit, store or upload hyperlinks or contents to which the User is not entitled, in particular in cases where such hyperlinks or contents are in breach of confidentiality obligations or unlawful; or distribute advertising or unsolicited e-mails (so-called „spam“) or inaccurate warnings of viruses, defects or similar material and the User shall not solicit or request the participation in any lottery, snowball system, chain letter, pyramid game or similar activity.
15.5 WSW may deny access to the WSW Web Site at any time, in particular if the User breaches any obligation arising from these Terms of Use.
16. Hyperlinks, Viruses
16.1 Our Web Site may contain hyperlinks to the web pages of third parties. WSW shall have no liability for the contents of such web pages and does not make representations about or endorse such web pages or their contents as its own, as the WSW does not control the information on such web pages and is not responsible for the contents and information given thereon. The use of such web pages shall be at the sole risk of the User.
16.2 Although WSW makes every endeavor to keep this WSW Web Site free from viruses, we cannot make any guarantee that it is virus-free. The User shall, for its own protection, take the necessary steps to ensure appropriate security measures and shall utilize a virus scanner before downloading any information, software or documentation.
17. Export / Import Controls
17.1 Our Business partners understands that certain transactions of WSW are subject to export control laws and regulations, including but not limited to the UN, EU and the USA export control laws and regulations („Export Regulations“), which prohibit export or diversion of certain products and technology to certain countries. Any and all obligations of the WSW to export, re-export or transfer Products as well as any technical assistance, training, investments, financial assistance, financing and brokering will be subject in all respects to such Export Regulations and will from time to time govern the license and delivery of Products and technology abroad by persons subject to the jurisdiction of the relevant authorities responsible for such Export Regulations.
17.2 If the delivery of products, services and/or documentation is subject to the granting of an export or import license by certain governmental authorities or otherwise restricted or prohibited due to export/import control regulations, WSW may suspend its obligations and the Business partner‘s/end-user‘s rights until such license is granted or for the duration of such restrictions or prohibitions. Furthermore, WSW may even terminate the relevant order in all cases without incurring any liability towards the Business partner or end-user.
17.3 Business partner warrants that it will comply in all respects with the export, re-export and transfer restrictions set forth in such Export Regulations or in export licenses (if any) for every Product supplied to the Business partner. Our Business partners accept the responsibility to impose all export control restrictions to any third party if the items are transferred or re-exported to third parties.
17.4 Our Business partner shall take all actions that may be reasonably necessary to ensure that no customer/purchaser or end-user contravenes such Export Regulations. Business partners shall indemnify WSW against any and all direct, indirect and punitive damages, loss, costs (including attorney‘s fees and costs) and other liability arising from claims resulting from Business partners’ or its customers‘ breach or non-compliance with this article. The Business partner acknowledges that the obligations contained in this Agreement shall survive the termination of any agreement of other arrangement under which the products or technology was provided. WSW may deny access to the WSW Web Site at any time, in particular if the User breaches any obligation arising from these Terms of Use.
17.5 In addition, in the event of any conflict in the terms provided in this Agreement with any other document entered into between our Business partner and WSW , our Business partner understands that the terms of this Agreement shall control and be binding.
18. Compliance
18.1 Environment: Our Business partners are obliged to comply with all applicable national and international laws, regulations and standards to protect the environment. The Business partner guarantees and warrants compliance with all statutory safety and environmental regulations of the Federal Republic of Germany.
18.2 Remuneration and working time: The WSW and our Business partner are obliged to fully comply with applicable national statute on working time. Furthermore, we expect that the employees of our Business partners receive a remuneration which is in line with applicable national statute.
18.3 Child and Forced Labor: At WSW, we expect our Business partner to prohibit and refrain from any kind of child or forced labor within their organization.
18.4 Conflict Minerals: The Business partner shall not use any conflict minerals for the production for the goods being ordered, referring to Section 1502 of the US-American Dodd Frank-Acts, and shall only purchase products which contain no such conflict minerals from sub-suppliers.
18.5 Money laundering: Our Business partner are obliged to comply with all applicable statute governing the prevention of money laundering, and not to participate in any money laundering activities.
18.6 Prohibition of corruption and bribery: At WSW , we expect our Business partner to have zero-tolerance for corruption and to ensure compliance with all United Nations (UN) and Organization for Economic Co-operation and Development (OECD) conventions against corruption, and with all governing anti-corruption laws.
18.7 Unrestricted competition: At WSW , we expect our Business partner to always compete in a fair manner and to comply with applicable antitrust laws and regulations. Our Business partners are expected not to enter with competitors into agreements that might constitute a breach of antitrust law, nor to take advantage of any dominant market position they might hold.
18.8 In the event that a Business partner repeatedly violates the law and/or violates the law despite being given respective advice, and fails to evidence that the violation of the law has been cured as far as possible and that appropriate precautions have been taken to avoid violations of the law in future, we reserve the right to terminate or withdraw from existing contracts without notice.
19. Place of Performance, Place of Jurisdiction, Choice of Law
19.1 The place of performance for all obligations of both parties shall be Uhingen (Germany).
19.2 The German version of these General Terms and Conditions shall be binding and alone decisive in the construction hereof, even in the event that any translation of these General Terms and Conditions has been provided to the Business partner or executed by the parties.
19.3 The place of jurisdiction for all disputes between us and the customer, also arising from checks or bills, shall be Goeppingen (Germany).
19.4 The privity of contract between us and the customer shall be exclusively governed by the substantive law of Germany. The application of the United Nations Convention on Contracts for the International Sale of Goods shall be excluded.
20. Data Protection
Personal data of Business partner will be treated in compliance with the effective provisions of the laws on data protection. WSW is the controller. WSW will store and process personal data, particularly address and order data, for the execution of the business transactions. Storage and processing will only take place insofar as it is necessary for the execution of the business transactions. The above shall be deemed notification pursuant to § 33 German Federal Data Protection Act.
Severability clause
In the event that any provision(s) of these General Terms and Conditions shall be held invalid or unenforceable by a court of competent jurisdiction or by any future legislative or administrative action, such holding or action shall not negate the validity or enforceability of any other provisions thereof. In the event that any provision of these Terms and Conditions shall finally be determined to be unlawful or unenforceable, such provision shall be deemed severed from these Terms and Conditions, but every other provision shall remain in full force and effect, and in substitution for any such provision held unlawful or unenforceable, there shall be substituted a provision of similar import reflecting the original intent of the clause to the extent permissible under applicable law.
The failure on the part of either party to exercise, or any delay in exercising, any right or remedy arising from the Agreement shall not operate as a waiver thereof; nor shall any single or partial exercise of any right or remedy arising there from preclude any other or future exercise thereof or the exercise of any other right or remedy arising from the Agreement or from any
related document or by law.
GTC As of: 13th December 2015
Compliance
Integrity, law and our shared responsibility
Money laundering
Our Business partner are obliged to comply with all applicable statute governing the prevention of money laundering, and not to participate in any money laundering activities.
Prohibition of corruption and bribery
At WSW, we expect our Business partner to have zero-tolerance for corruption and to ensure compliance with all United Nations (UN) and Organization for Economic Co-operation and Development (OECD) conventions against corruption, and with all governing anti-corruption laws.
Unrestricted competition
At WSW, we expect our Business partner to always compete in a fair manner and to comply with applicable antitrust laws and regulations. Our Business partners are expected not to enter with competitors into agreements that
In the event that a Business partner repeatedly violates the law and/or violates the law despite being given respective advice, and fails to evidence that the violation of the law has been cured as far as possible and that appropriate precautions have been taken to avoid violations of the law in future, we reserve the right to terminate or withdraw from existing contracts without notice.
Confidential comments or suggestions regarding our compliance:
Environment
Our Business partners are obliged to comply with all applicable national and international laws, regulations and standards to protect the environment.
The Business partner guarantees and warrants compliance with all statutory safety and environmental regulations of the Federal Republic of Germany.
Remuneration and working time
The WSW and our Business partner are obliged to fully comply with applicable national statute on working time.
Furthermore, we expect that the employees of our Business partners receive a remuneration which is in line with applicable national statute.
Child and Forced Labor
At WSW, we expect our Business partner to prohibit and refrain from any kind of child or forced labor within their organization.
Conflict Minerals
The Business partner shall not use any conflict minerals for the production for the goods being ordered, referring to Section 1502 of the US-American Dodd Frank-Acts, and shall only purchase products which contain no such conflict minerals from sub-suppliers.
Corporate Compliance
Guideline for employees
General conditions of purchase (GCP)
The English translation is for your information only; the German wording shall be governing.
1. Scope of Application
1.1 By accepting the order, the contractor acknowledges the following terms and conditions of purchase. Our silence with regard to other terms and conditions of the Contractor shall in no case be deemed to be consent. In particular, acceptance of the Contractor's delivery/service shall not constitute implied consent to the Contractor's terms and conditions.
1.2 These terms and conditions shall also apply to all future transactions of WSW Spannwerkzeuge-Vertriebs GmbH with the supplier.
2. Order
2.1 Only orders placed in writing or confirmed by us in writing shall be binding on us. Amendments, subsidiary agreements, supplements, etc. shall require written confirmation by our Purchasing Department, with whom all correspondence shall be conducted, stating all complete order data.
2.2 Part of or the basis for the individual purchase contracts are the details of the order placed by us together with the associated documents such as drawings, technical delivery conditions, construction regulations, material regulations etc., as well as the relevant environmental protection, hazardous materials, dangerous goods and accident prevention regulations. Performance or other information on technical, physical, chemical, mechanical or other characteristics and DIN, VDE or other mentioned supra-company standards shall be deemed to be warranties of characteristics.
2.3 If our order is not confirmed within 10 working days from the order date, we shall be entitled to revoke it.
3. Delivery, Delivery time, Delivery hindrance
3.1 Series deliveries may not be commenced until we have accepted the samples in writing. In this case, as well as in other cases in which the placing of the order, delivery, etc. depends on the approval of samples, a purchase on trial is deemed to exist.
3.2 The Contractor shall notify us of any changes he intends to make to approved samples after the order has been placed, enclosing new samples. These shall require our written consent and approval. The same applies to deviations from release protocols.
3.3 Delivery dates are binding. All services must be rendered by the prescribed date to the destination specified by us. In the event of delay on the part of the Contractor, we shall be entitled to the statutory claims.
3.4 Force majeure, labor disputes, riots and similar unforeseeable obstacles on the part of the Contractor shall be notified to us by the Contractor without delay. If such unforeseeable hindrances occur on our or our customer's side and lead to disruptions of our production or that of our customers, we shall be released from any obligation to accept the goods or to pay damages for the duration and to the extent of their effect.
3.5 If the packaging or shipping instructions specified by us and the statutory take-back obligations in the packaging area are not observed, we shall be entitled to refuse acceptance of the goods.
3.6 If the price has not been agreed to include packaging, this may only be charged at cost price. Reusable packaging which has been invoiced shall be returned to the supplier carriage paid and shall be credited at the full invoice value. Other packaging material such as wood wool, paper, etc. may not be charged.
3.7 All shipments shall be accompanied by delivery bills showing all individual parts of the shipments as well as the dimensions, weights and our order data.
4. Terms of payment, Set-off, Rights of retention
4.1 Invoices shall be marked with our order number, article number and delivery note number, the supplier number of the contractor and our cost center.
4.2 Payment shall be made after acceptance of the goods and proper receipt of the invoice at our discretion within 14 working days after deduction of a 3% discount or net after 30 working days at the latest. All payments shall be made subject to factual and arithmetical verification as well as our rights arising from defective delivery, even if this is not expressly noted in our payment. Insofar as notices of defects are already known at the time of maturity, we shall be entitled to withhold payments.
4.3 We shall be entitled to set off our own claims and the claims of our affiliated companies.
4.4 Suppliers who intend to collect claims against us in the factoring procedure shall already indicate this in their offer.
5. Legal defects
5.1 The supplier warrants that the delivered goods are free from third party rights. Upon acceptance of the order, he undertakes to indemnify us in this respect against all claims of third parties upon first demand. This includes, in particular, litigation costs, compensation for damages as well as costs for any conversion or reconstruction work incurred.
6. Claims for material defects, Complaints, Time limits for notices of defects
6.1 The confirmation of the receipt of goods does not exclude qualitative or quantitative complaints which are determined after receipt of goods. The stipulation of acceptance conditions and their fulfillment shall not affect the warranty liability. We are obliged to inspect the goods within a reasonable period of time for any deviations in quality or quantity. The notice of defect shall be deemed to be in time if it is received by the supplier within a period of 10 working days.
6.2 The warranty period shall be 24 months after transfer of risk.
6.3 In the event of justified notices of defect, we shall be entitled, at our option, to
- to return the defective goods at the supplier's expense and to demand a faultless replacement; with regard to the warranty, the same shall apply to the replacement delivery as to the original delivery;
- to remedy the defect complained of ourselves or have it remedied at the Supplier's expense after notifying the Supplier if the Purchaser is in default with the remedy of the defect;
- to demand an appropriate reduction of the price or
- to withdraw from the relevant order in whole or in part with regard to the scope of the order not yet delivered, without this giving rise to any claims for compensation on the part of the Supplier.
6.4 In addition, the Supplier shall be liable for all damages arising directly or indirectly from the defective goods. If a piece-by-piece or complete inspection of the goods received becomes necessary due to defective deliveries, the supplier shall bear the costs incurred.
7. Retention of title, Secrecy
7.1 Documents or means of production of all kinds, such as samples, drawings, models, tools, regulations of a computational nature, etc., which we make available to the supplier or which we pay to the supplier shall remain our property. In the event of damage, destruction or loss, we must be informed of this fact in writing without delay. These documents may neither be passed on to third parties nor used for the supplier's own purposes, nor may the goods manufactured therewith or therewith be passed on to third parties. They must be kept secret and returned to us in perfect condition immediately upon our request, without retaining copies, individual items, etc., but at the latest as soon as the order has been processed or it is established that no order will be placed.
7.2 The supplier undertakes not to deliver to third parties the semi-finished and finished products manufactured according to our specifications, drawings, models, etc., even if they are defective parts rejected by us.
7.3 The special equipment required for the manufacture of the parts referred to in 7.2 may not be made available to third parties.
7.4 In the event of any breach of the obligations set out in Clause 7, the Contractor shall pay us a contractual penalty amounting to 50% of the gross value of the order in question or of the goods manufactured with the equipment in question. If a contractual penalty is demanded, any damages to be paid by the Supplier shall be set off against this penalty. If several orders have been placed, the calculation of the contractual penalty shall be based on the total delivery quantity. We reserve the right to claim higher damages incurred in individual cases.
7.5 The Contractor's advertising with our company name, in particular its inclusion in reference lists, shall require our consent.
8. Scope of Application
8.1 We shall only be liable for damage caused by us or our vicarious agents in an intentional or grossly negligent manner. This limitation of liability shall apply to all claims for damages, irrespective of the legal grounds, in particular to liability arising from the contract, tort, positive breach of contract and culpa in contrahendo. The limitations of liability in the preceding paragraph shall not apply, however, to any further-reaching, mandatory, statutory liability.
8.2 Liability for the breach of essential contractual obligations shall also apply in the event of slight negligence, but not to the amount of the foreseeable damage typical for the contract. The Contractor shall be obligated to take reasonable measures to avert and mitigate damages.
9. Compliance
9.1 Environment: Our Business partners are obliged to comply with all applicable national and international laws, regulations and standards to protect the environment. The Business partner guarantees and warrants compliance with all statutory safety and environmental regulations of the Federal Republic of Germany.
9.2 Remuneration and working time: The WSW and our Business partner are obliged to fully comply with applicable national statute on working time. Furthermore, we expect that the employees of our Business partners receive a remuneration which is in line with applicable national statute.
9.3 Child and Forced Labor: At WSW, we expect our Business partner to prohibit and refrain from any kind of child or forced labor within their organization.
9.4 Conflict Minerals: The Business partner shall not use any conflict minerals for the production for the goods being ordered, referring to Section 1502 of the US-American Dodd Frank-Acts, and shall only purchase products which contain no such conflict minerals from sub-suppliers.
9.5 Money laundering: Our Business partner are obliged to comply with all applicable statute governing the prevention of money laundering, and not to participate in any money laundering activities.
9.6 Prohibition of corruption and bribery: At WSW , we expect our Business partner to have zero-tolerance for corruption and to ensure compliance with all United Nations (UN) and Organization for Economic Co-operation and Development (OECD) conventions against corruption, and with all governing anti-corruption laws.
9.7 Unrestricted competition: At WSW , we expect our Business partner to always compete in a fair manner and to comply with applicable antitrust laws and regulations. Our Business partners are expected not to enter with competitors into agreements that might constitute a breach of antitrust law, nor to take advantage of any dominant market position they might hold.
9.8 In the event that a Business partner repeatedly violates the law and/or violates the law despite being given respective advice, and fails to evidence that the violation of the law has been cured as far as possible and that appropriate precautions have been taken to avoid violations of the law in future, we reserve the right to terminate or withdraw from existing contracts without notice.
10. Place of Performance, Place of Jurisdiction, Choice of Law.
10.1 The place of performance for all obligations of both parties to the contract shall be Uhingen.
10.2 The place of jurisdiction for all disputes between us and the contractor, including disputes arising from checks or bills of exchange, shall be Göppingen.
10.3 The legal relations between us and the Contractor shall be governed exclusively by the substantive law of the Federal Republic of Germany. The application of the Uniform Law on the International Sale of Goods is excluded. The application of the Hague Uniform Laws on the International Sale of Goods as well as the UN Convention on Contracts for the International Sale of Goods shall be excluded.
10.4 The German version of our General Terms and Conditions shall be authoritative for the interpretation of these General Terms and Conditions, even if translations of these General Terms and Conditions have been provided to the business partner and or are signed by the parties.
10.5 The data in connection with the processing of business transactions shall be processed by us and our affiliated companies in compliance with the statutory provisions.
Severability clause
In the event that any provision(s) of these General Terms and Conditions shall be held invalid or unenforceable by a court of competent jurisdiction or by any future legislative or administrative action, such holding or action shall not negate the validity or enforceability of any other provisions thereof. In the event that any provision of these Terms and Conditions shall finally be determined to be unlawful or unenforceable, such provision shall be deemed severed from these Terms and Conditions, but every other provision shall remain in full force and effect, and in substitution for any such provision held unlawful or unenforceable, there shall be substituted a provision of similar import reflecting the original intent of the clause to the extent permissible under applicable law.
The failure on the part of either party to exercise, or any delay in exercising, any right or remedy arising from the Agreement shall not operate as a waiver thereof; nor shall any single or partial exercise of any right or remedy arising there from preclude any other or future exercise thereof or the exercise of any other right or remedy arising from the Agreement or from any
related document or by law.
GCP as of: 15th Dezember 2015
Supplier Sustainability Standards
Our common responsibility
Preamble
WSW Spannwerkzeuge Vertriebs GmbH (hereinafter referred to as WSW), Maybachstr. 1, 73066 Uhingen, Germany, is a trading company operating worldwide.
Personally, logistically and administratively integrated into the environment of the company EWS Weigele GmbH & Co. KG and organizes itself in a common management system.
WSW is committed to the common CORPORATE COMPLIANCE principles of EWS Weigele GmbH & Co. KG and the affiliated companies of the EWS Group.
These standards, which are valid worldwide, formulate the requirements for all manufacturing suppliers as well as for all service providers of the WSW on the topics of:
Human Rights & Labor Standards, Business Ethics & Compliance, Environmental Protection & Safety
The contents are included in the contractual conditions with our suppliers. Companies are requested to pass on these requirements to their employees as well as to their own suppliers and to ensure compliance.
In addition, the WSW expects business partners to comply with all applicable rules and laws. Reference frameworks are the Declaration of Human Rights, as well as the Global Compact of the United Nations, the Guidelines for Multinational Enterprises of the Organization for Economic Development and Cooperation (OECD) and the conventions of the International Labor Organization (ILO).
The WSW reserves the right to check their compliance and to draw consequences in case of violations.
The same provisions on labor standards, business ethics, environmental protection and safety apply to the WSW in its own operational practice.
These are implemented in the Code of Conduct and the associated guidelines.
1. Human Rights and Labor Standards
1.1 Compliance with human rights
Suppliers are required to respect internationally recognized human rights and to promote their observance. In all business activities within their sphere of influence, suppliers shall work to ensure that they themselves, their business partners and their suppliers do not commit or participate in human rights violations.
1.2 Free choice of employment
Forced or compulsory labor is not permitted. Employees must have the freedom to terminate the employment relationship with reasonable notice.
1.3 Outlawing of child labor
Child labor may not be used in any phase of production or processing. Suppliers are required to comply at a minimum with the ILO conventions on the minimum age for admission to employment and on the prohibition of child labor. Children must not be inhibited in their development and their safety and health must not be impaired.
1.4 Equal Opportunities/ Prohibition of Discrimination
Suppliers are obliged to maintain equal opportunities in employment and to refrain from any discrimination. Discrimination against employees, for example based on origin, nationality, skin color, religion, ideology, political and trade union activities, gender, sexual orientation, age, disability, illness, or pregnancy, must not take place.
1.5 Freedom of Association and Right to Collective Bargaining
Businesses shall uphold the freedom of association and the effective recognition of the right to collective bargaining. It must be ensured that workers can openly discuss working conditions with management without fear of disadvantage.
1.6 Fairness in wages, working hours and social benefits
Compensation and benefits must comply with the basic principles regarding minimum wages, applicable overtime regulations and statutory social benefits. At a minimum, working hours and non-working hours must comply with applicable laws, industry standards or relevant ILO conventions, whichever is more stringent.
1.7 Health and Safety in the Workplace
As an employer, the supplier shall ensure occupational health and safety at least within the scope of the applicable national regulations and shall support continuous development to improve the working environment.
2. Business Ethics and Compliance
2.1 Compliance with laws
The highest level of integrity is expected in all business activities and relationships. Suppliers are requested to refrain from any form of fraud or embezzlement, insolvency offenses, corruption, granting of advantages, bribery or venality. Suppliers are required to comply with all laws and regulations applicable to them and to their business relationship with WSW.
2.2 Fair Competition
Laws that protect and promote competition, in particular anti-trust laws, must be complied with. Companies must respect fair competition and comply with the prohibition of collusion with competitors and other measures that impede the free market.
2.3 Avoidance of conflicts of interest
Suppliers are requested to make decisions in their dealings with business partners exclusively on a factual basis and not to allow themselves to be influenced by personal and own financial interests.
2.4 Protection of business secrets
Suppliers are obliged to treat as trade secrets all commercial and technical details which are not in the public domain and which become known to them through the business relationship.
3. Environmental Protection and Safety
3.1 Environmental responsibility
Suppliers must act in accordance with the precautionary principle regarding environmental issues, take initiatives to promote greater environmental responsibility, and encourage the development and dissemination of environmentally friendly technologies.
3.2 Environmentally friendly production
Optimum environmental protection must be ensured at all stages of production. This includes a proactive approach to avoid or minimize the consequences of accidents that may have a negative impact on the environment. Importance is attached to the application and further development of energy- and water-saving technologies - characterized using emission reduction, re-use, and recycling strategies.
3.3 Environmentally friendly products
All products manufactured along the supply chain must meet the environmental standards of their market segment. This includes the complete product life cycle and all materials used. Chemicals and other substances that may pose a hazard if released into the environment must be identified. Hazardous substance management must be established for them so that they can be safely handled, transported, stored, recycled, or reused, and disposed of through appropriate procedures.
3.4 Product safety and quality
All products and services must meet the contractually specified criteria for quality and active and passive safety upon delivery and must be used safely for their intended purpose.
Confidential comments or suggestions regarding our compliance:
compliance@wsw-tools.de