Terms & Conditions

General Terms and Conditions for Deliveries and Services

1. General – Scope

(1) These General Terms and Conditions shall apply to all present and future deliveries and services of wpd windmanager GmbH & Co. KG and wpd windmanager technik GmbH (hereinafter „we“) towards the customer. Deviating, conflicting or supplementary general terms and conditions of the customer, even if known, shall not become part of the contract unless their validity is expressly agreed in writing.
(2) These General Terms and Conditions of Business shall only apply to entrepreneurs within the meaning of § 310 (1) of the German Civil Code (BGB).
(3) We are entitled to use third parties to fulfil our contractual obligations.

2. conclusion of the contract

(1) The customer’s order is a binding offer. It shall be accepted by us by sending an order confirmation.
(2) Unless otherwise specified in the offer, an offer from us can be accepted in writing or electronically within 4 weeks. After this period, the offer expires.

3. prices and terms of payment

(1) Our services shall be invoiced according to the working time spent, travel costs incurred, any overnight accommodation costs and materials used. The working time estimated in the offer or in the order confirmation is an estimate; the actual number of working hours is invoiced.
(2) Travel time to the customer (outward and return journey) is working time.
(3) Statutory value added tax is not included in our prices; it will be shown separately in the invoice at the statutory rate on the day of invoicing.
(4) Unless otherwise stated in the order confirmation, the invoice amount is due for payment without deduction within 14 days of receipt of the invoice. The statutory provisions regarding the consequences of default in payment shall apply.
(5) The customer must check an invoice from us for accuracy within 14 calendar days. After this time, objections to the invoice are excluded.
(6) The customer may only offset such claims that are undisputed or have been legally established.

4. Obligations of the customer to cooperate

(1) The customer shall support our personnel or the personnel of the companies commissioned by us in the performance of the agreed deliveries or services to the best of their ability and at their own expense. In particular, the personnel shall be provided free of charge with auxiliary staff, auxiliary means and technical documentation as well as electricity including the necessary connections, insofar as this is necessary for the completion of the order.
(2) The customer shall take the measures necessary for the protection of persons and property. He shall also inform our personnel or the personnel of the companies commissioned by us about existing special safety regulations, insofar as these are of importance for our deliveries or services.
(3) For the deliveries and services to be provided on site at the customer’s, the customer shall name and keep available a contact person who is responsible, competent and authorised for all questions arising for the completion of the order.

5. deadlines for deliveries and services; default

(1) The observance of agreed deadlines for deliveries and services requires the timely receipt of all documents to be provided by the customer, necessary approvals and releases, in particular of plans, as well as the observance of the agreed terms of payment and other obligations by the customer. If these prerequisites are not fulfilled in time, the deadlines shall be extended accordingly; this shall not apply if we are responsible for the delay.
(2) If the performance of our work is delayed due to force majeure, e.g. strike, lockout, pandemics, official orders, the period of delivery or performance shall be reasonably extended.
(3) If the customer is in default of acceptance or culpably violates other duties to cooperate, we shall be entitled to demand compensation for the damage incurred by us in this respect, including any additional expenses. Further claims or rights remain reserved.
(4) If we are in default, we shall be liable in accordance with the statutory provisions in cases of intent or gross negligence. In cases of simple negligence, our liability is limited to the foreseeable damage typical for the contract. Outside the cases of sentence 1, our liability for delay in (partial) performance shall be limited to a total of 5% for damages in addition to performance (§ 280 BGB) and to a total of 10% of the value of the delayed (partial) delivery for damages instead of performance (§§ 281 et seq. BGB) and/or reimbursement of futile expenses (§ 284 BGB); further claims of the customer shall be excluded – even after expiry of any deadline set for us for performance. The above limitations shall not apply in the event of liability for injury to life, limb or health.
(5) Insofar as the delivery of the subject matter of the contract or the performance becomes impossible for us in whole or in part, the above paragraph (4) shall apply accordingly.

6. acceptance

(1) The customer is obliged to accept the delivery and/or service, whether in the form of a repair, maintenance, commissioning or other agreed service provided by us. If the delivery and/or service proves not to be in accordance with the contract, we shall be obliged to remedy the defect in accordance with § 8, insofar as this is possible in the individual case. This shall not apply if the defect is insignificant for the interests of the customer or is due to a circumstance for which the customer is responsible. If there is a non-essential defect, the customer may not refuse acceptance.
(2) The delivery/service shall be deemed to have been accepted if the delivery/service has been completed, we have requested the customer to accept it and 12 working days have passed since the request for acceptance or the customer has put the delivery/service into use and 12 working days have passed thereafter.
(3) Upon acceptance, our liability for recognisable defects shall cease, unless the customer has reserved the right to assert a specific defect.

7. retention of title

(1) The items of the delivery and/or service shall remain our property until all claims to which we are entitled against the customer from the business relationship have been fulfilled. We undertake to release the securities to which we are entitled at the customer’s request insofar as the realisable value of our securities exceeds the claims to be secured by more than 10%; the selection of the securities to be released is incumbent on us.
(2) The customer shall be entitled to resell the respective object of the delivery and/or service in the ordinary course of business; however, he hereby assigns to us all claims in the amount of our claim, including the applicable value-added tax, which accrue to the customer from the resale against his customers or third parties.
(3) In the event of seizures, confiscations or other dispositions or interventions by third parties, the customer must notify us immediately.

8. Liability for defects

(1) The customer’s rights in respect of defects presuppose that the customer has duly complied with its obligations to examine the goods and give notice of defects in accordance with § 377 of the German Commercial Code (HGB).
(2) Insignificant deviations from the agreed quality or insignificant impairments of the usability do not constitute defects of the delivered item.
(3) In the event of justified complaints, we shall be entitled to choose between subsequent performance in the form of rectification of defects or delivery of new goods free of defects.
(4) If the supplementary performance fails, the customer shall be entitled to demand withdrawal or reduction at his discretion.
(5) We shall be liable in accordance with the statutory provisions if the customer asserts claims for damages based on intent or gross negligence, including intent or gross negligence on the part of our representatives or vicarious agents.
of our representatives or vicarious agents. In cases of simple negligence, our liability is limited to the foreseeable damage typical for the contract.
(6) Liability for culpable injury to life, limb or health remains unaffected; this also applies to mandatory liability under the Product Liability Act.
(7) Unless otherwise stipulated above, liability is excluded.
(8) The customer’s warranty claims shall become statute-barred after 12 months from acceptance of the work. This does not apply insofar as the delivery and/or service is used for a building and has caused the respective defect.

9. final provisions

(1) The legal relations between the parties shall be governed by German law to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
(2) The place of jurisdiction is Bremen.