terms and conditions

Status November 2017

I. General and Scope of Application

1. The General Terms and Conditions apply to all current and future contracts for work and services between the yacht supplier Wendel & Rados GmbH & Co. KG (entrepreneur) and the customer (orderer).
2. These General Terms and Conditions apply exclusively. Deviating, conflicting or supplementary general terms and conditions of the customer shall only become part of the contract if and insofar as the entrepreneur has expressly agreed to their validity in writing. This requirement of consent applies in any case, e.g. even if the entrepreneur, aware of the general terms and conditions of the customer, provides the service to him without reservation.

II. conclusion of contract, documents

1. Offers, calculations and cost estimates of the contractor are always subject to change and non-binding.
2. Unless otherwise agreed in writing, offers and orders of the customer are binding for a period of 14 days from receipt by the contractor. The contract is concluded when the Contractor accepts the offer or order of the Customer within the binding period by confirmation of order or by other means (e.g. also by commencement of execution of the order). The confirmation of the receipt of an offer or order does not yet include the acceptance of the offer or order.
3. The conclusion of the contract shall be subject to the correct and timely delivery of the Contractor’s own supplies by its suppliers. This shall only apply in the event that the Contractor is not responsible for non-delivery or delayed delivery by the Supplier. If a non-delivery occurs or if a delayed delivery becomes foreseeable, the Contractor shall inform the Purchaser immediately.
4. measurement, weight or other technical information in quotation documents, drawings, plans, calculations or other documents of the Contractor shall only be understood as approximate measurement or weight accuracy unless such information is designated as binding at the request of the Purchaser.
5. Offers, plans, drawings, calculations, cost estimates and other documents of the Contractor may not be reproduced or modified or made accessible to third parties without the Contractor’s consent and must be returned to the Contractor without delay if the contract is not concluded.

III. terms of payment

1. After acceptance of the work, invoices of the Contractor are due immediately without deduction, unless otherwise agreed. After the expiry of 14 days after receipt of the invoice, default shall occur insofar as the other legal requirements are met.
2. Bills of exchange and cheques shall only be accepted by the Contractor in lieu of payment and not on account of performance.
3. The offsetting by the customer against claims of the entrepreneur is only permissible with undisputed or legally established claims. The customer is only entitled to a right of retention if it is based on the same contract for work and services.

IV. Decrease

1. The purchaser is obliged to accept the work performance. This shall also apply if the work performance has essentially been completed and only minor remaining work is still outstanding. Acceptance shall also be effected by acceptance of the work without complaint.

2. the purchaser must notify the contractor of obvious defects in the work performance within a period of 14 days from acceptance in text form.

V. Guarantee

1. The warranty shall be governed by the statutory provisions, unless otherwise stipulated below.
2. The liability for defects shall, if agreed, be based primarily on contractual quality agreements.
3. The Contractor assumes no liability for public statements made by the manufacturer or other third parties in advertising materials, catalogues, etc. The Contractor shall not be liable for any damage or loss resulting from such statements.
4. The following provision under VI shall apply to claims for damages.
5. The statute of limitations shall be based on the provision under VII.

VI. liability for damages

1. the contractual, tortious and other liability of the entrepreneur and the corresponding liability of the entrepreneur for his organs or vicarious agents for damages shall be limited to liability due to intent or gross negligence in accordance with the following provisions.
2. In the event of simple negligence, the Contractor shall only be liable for
2.a) in the event of injury to life, limb or health, under a guarantee or in accordance with the Product Liability Act, as well as
2.b) for damages resulting from the breach of an essential contractual obligation (obligation the fulfilment of which is a prerequisite for the proper performance of the contract and on the observance of which the Purchaser regularly relies and may rely), in this case, however, the liability of the Contractor shall be limited to compensation for the foreseeable, typically occurring damage. Indirect damage and consequential damage resulting from defects in the work performance shall also only be eligible for compensation if such damage is typically to be expected when the work performance is used as intended.
3. The limitation of liability under Clause 1 shall not apply if the damage has occurred due to a defect fraudulently concealed by the Contractor or if the Contractor is otherwise guilty of fraudulent intent.
4. The statute of limitations shall be governed by the provisions of VII.

VII. statute of limitations

1. The limitation period for claims and rights arising from material defects and defects of title shall be one year from acceptance unless the Contractor is guilty of intent, gross negligence or fraud. Furthermore, this statute of limitations does not apply to contractual or statutory claims for damages, insofar as the Contractor is liable for these in accordance with the provisions under X.

VIII. termination

1. The contract for work and services may be terminated in accordance with the statutory provisions.
2. if the customer terminates the contract without the contractor being responsible for this, the contractor is entitled to the claims regulated in § 649 BGB (German Civil Code). Instead of the claims resulting from § 649 BGB, the Contractor may charge a lump sum amounting to 10% of the agreed total remuneration for his expenses and loss of profit This lump sum claim shall not accrue to the Contractor if the Purchaser proves that the amount due to the Contractor under § 649 BGB is substantially lower than the lump sum

IX. Retention of title

1. Insofar as no loss of ownership pursuant to §§ 946 et seq. of the German Civil Code (BGB) has occurred. BGB (German Civil Code), the entrepreneur reserves the right of ownership to the delivered items until receipt of all payments from the contract.

X. Place of Performance, Applicable Law and Jurisdiction

1. Place of performance is Greifswald.
2. German law applies exclusively.
3. Exclusive place of jurisdiction is Greifswald, if the customer is a merchant or has no general place of jurisdiction in Germany.

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