1. General

Deliveries, services and offers of WOLF-Garten Distribution GmbH ("we", "us", "our") are made exclusively on the basis of these General Terms and Conditions ("GTC"). We do not recognize any terms and conditions of the customer that conflict with or deviate from our GTC, unless we have expressly agreed to their validity in writing. Our GTC shall also apply if we carry out the delivery to the customer without reservation in the knowledge of terms and conditions of the customer that conflict with or deviate from our GTC.

The following GTC apply only in relation to entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law and special funds under public law.

2. Orders and Conclusion of Contract

Our offers are non-binding. A contract is only concluded upon our written order confirmation or upon our delivery of the goods. These GTC become part of the contract. Verbal agreements or promises require written confirmation by our authorized employees in order to be effective.

If, after conclusion of the purchase contract, we become aware of facts giving rise to doubts about the customer's creditworthiness, or if a material deterioration in the customer's financial circumstances occurs that jeopardizes payment for our delivery, we are entitled to withdraw from the purchase contract unless the purchase price is paid in advance or security for the purchase price is provided.

Hand tools and accessory items are partly supplied in multi-unit packs, so-called "masterpacks". The supply of masterpacks containing individual units is specially marked. Ordering and delivery outside the specified sizes and quantities of the masterpacks is not possible. If an order is placed for quantities of individual hand tools and accessory items that fall below the contents of a single masterpack, we will inform you that these hand tools and accessory items can only be ordered in a masterpack. A purchase contract for a masterpack is concluded when the customer accepts our amended offer.

3. Prices

The applicable prices are set out in the purchase price list valid at the time of conclusion of the contract.

If, after conclusion of the contract, cost increases of [5] % or more compared to the time of conclusion of the contract have occurred with respect to the subject matter of the contract that were not specifically foreseeable and are not attributable to us, we are entitled, at our reasonable discretion, to pass on the higher costs by a corresponding proportionate increase in the agreed price. Manufacturing, wage, material, storage, energy and freight costs as well as insurance premiums and public charges may be taken into account in the price increase. We will provide the customer with evidence of the price increase upon request. In the event of a price increase of more than [10] %, the customer is entitled to withdraw from the contract without delay after receipt of the declaration of the price increase.

Payments become due upon receipt of the invoice and are payable without deduction within 30 days of receipt of the invoice. For payment within 10 days of receipt of the invoice, we grant a 2 % cash discount on the total invoice amount (provided that no older invoice has been outstanding for more than 30 days for reasons for which the customer is responsible).

We are entitled to set off payments against the oldest outstanding claim.

Unless otherwise agreed in writing, we may also make delivery conditional upon concurrent payment (e.g. by bank direct debit) or advance payment.

For monetary claims, default interest amounts to 9 percentage points above the base interest rate, and the customer must additionally pay us a lump sum of EUR 40. We reserve the right to claim further damages caused by default.

Set-off against our claims is only permissible with claims that we have acknowledged or that have been established by final and binding judgment.

If we have undisputedly delivered goods that are partially defective, the customer is nevertheless obliged to make payment for the non-defective portion, unless the customer has no interest in the partial delivery.

4. Delivery Dates and Shipping

Delivery dates and delivery periods communicated by us are only binding if they are agreed as binding in the contract. Confirmed delivery dates and delivery periods apply in all cases subject to correct and timely delivery to us by our own suppliers, unless the non-delivery or delay is our fault. The commencement of a delivery period stated by us presupposes the clarification of all technical questions and the fulfilment of the customer's obligations (e.g. timely provision of letters of credit, agreed guarantees, proof of any necessary official permits, etc.).

Events of force majeure entitle us to postpone delivery for the duration of the hindrance. We are obliged to inform the customer of the occurrence of the hindrance in an appropriate manner. If the end of the disruption is not foreseeable or if it lasts longer than two months, each party is entitled to withdraw from the contract. Equivalent to force majeure are all circumstances not attributable to us that are unforeseeable and unavoidable and that make performance impossible or unreasonably difficult for us, in particular strikes, lockouts, war-like conditions, import and export bans, traffic blockades, official measures, pandemics and epidemics.

We reserve the right to make partial deliveries against the customer's order, insofar as this is reasonable for the customer.

If a non-binding delivery period is exceeded, we shall only be in default upon receipt of a reminder from the customer. Shipment of the goods is carried out by a carrier of our choice. For orders with an order value of less than EUR 500 (excluding VAT), a flat-rate shipping charge of up to EUR 14.90 plus the applicable statutory VAT may be levied per order. No cost contribution will be charged to the customer for subsequent deliveries.

For orders with a one-time deviating shipping address, we charge a handling fee of EUR 7.50 plus the applicable statutory VAT. For express orders with a requested delivery date within 24 hours of receipt of the order, we charge an "express surcharge". The amount of the express surcharge is based on the effort required for the express delivery. If a shipment arrives at the customer damaged and the damage is attributable to transport, or if the delivery does not correspond in quantity to the shipping documents, a formal damage report must be drawn up by the carrier within one week at the latest. This must be sent to us immediately together with the consignment note so that we can assert the damage claim against the transport company.

5. Notice of Defects and Warranty

The customer is obliged to inspect the delivered goods immediately upon receipt and to report any defects in writing, stating the order details as well as the delivery note and/or invoice numbers. Hidden defects must be reported to us immediately upon their discovery. If the buyer fails to give notice in the proper form and within the proper time, the goods shall be deemed free of defects. The timeliness of the notice depends on the time of its receipt by us.

In the case of material defects, we have the right to choose, in the course of subsequent performance, between replacement delivery or rectification at our expense. The customer retains the right, in the event of failed subsequent performance, to reduce the purchase price or, at their option, to withdraw from the contract. Any claims for damages remain unaffected.

Claims based on material defects become time-barred 12 months after delivery of the goods to the customer. The statutory limitation periods remain applicable (i) for the buyer's rights in the case of defects fraudulently concealed or intentionally caused, (ii) if and to the extent that we have assumed a guarantee, (iii) for claims for damages by the buyer due to culpable injury to life, body or health, (iv) for claims for damages by the buyer for damage caused by us intentionally or through gross negligence, (v) for claims for damages by the buyer for reasons other than defects in the goods, and (vi) for claims under the Product Liability Act or other mandatory statutory liability provisions.

6. Limitation of Liability and Damages

Our obligation to pay damages is limited as follows: For the breach of material contractual obligations, our liability is limited in amount to the damage typically foreseeable at the time of conclusion of the contract. We are not liable for the breach of non-material contractual obligations. This does not apply (i) in cases of damage caused intentionally or through gross negligence, (ii) to liability under the Product Liability Act, (iii) to liability for injury to life, body or health, (iv) where a quality guarantee has been assumed, and (v) to liability based on other mandatory liability provisions.

6.2 The customer is obliged to take reasonable measures to avert and mitigate damage.

7. Return of Goods

Machines, tools, etc. specially manufactured for the customer cannot be returned. Statutory rights of withdrawal remain unaffected. Returns of goods are only accepted with the express written consent of our management.

In this case, we will arrange for the collection of the goods. A return shipment by the customer is only possible with our express approval.

Deductions will be made for missing or damaged packaging and for missing or damaged individual parts; where applicable for postage, and in all cases where the returned equipment is no longer in as-new condition. As a contribution to the additional administrative costs, a deduction of at least 20 % of the value of the goods, but not less than EUR 15, is deemed agreed.

8. Retention of Title

We retain title to the delivered goods until payment of all our claims against the customer and settlement of any resulting balance to the customer's debit from a current account relationship. The customer may only sell or rent out the goods subject to retention of title ("reserved goods") in the ordinary course of business. The customer hereby already assigns to us all claims against their customers arising from a sale or rental of the goods, including all ancillary claims. We hereby accept this assignment.

As long as the customer fulfils their obligations towards us, the customer is entitled to assert the claims in their own name on our behalf in a fiduciary capacity. If the customer falls into payment default, they shall, at our request, cease collection, notify their customers of the assignment of the claim to us, and disclose to us the customer claims, specified by customer name, goods sold or rented, payment terms and amount of the outstanding claims. In the event of the customer's default, we are also entitled, for our part, to notify the customer's customers, insofar as known, of the assignment of the claim.

If the realizable value of the securities provided to us exceeds the value of the claims to be secured by more than 10 %, we will, at the customer's request, release securities of our choice to the extent that the securities exceed the claims to be secured by more than 10 %.

The customer is not entitled to make any other dispositions over the reserved goods. In the event of seizure or confiscation of the reserved goods, the customer must point out our ownership. The customer must notify us of such measures immediately and, at their own expense, provide us with the documents required for an intervention and make the necessary declarations. The customer is obliged to insure the reserved goods adequately against all customary risks, in particular against fire, burglary and water hazards, to treat them with care and to store them properly.

Any processing or transformation of the reserved goods is always carried out by the customer on our behalf. If the reserved goods are processed with, or inseparably mixed with, other items not belonging to us, we acquire co-ownership of the new item in the ratio of the invoice value of the reserved goods to the other processed or mixed items at the time of processing or mixing. If our goods are combined with other movable items to form a single item or are inseparably mixed, and the other item is to be regarded as the main item, the customer transfers proportionate co-ownership to us insofar as the main item belongs to the customer. The customer holds the ownership or co-ownership in safekeeping for us. The same applies to the item created by processing, combination or mixing as applies to the reserved goods.

If the customer fails to meet their payment obligations towards us on time, or if we become aware of any circumstances giving rise to doubts about the customer's ability or willingness to pay, we are entitled to withdraw from the contract, demand the return of the reserved goods until payment of the purchase price, and otherwise realize them to satisfy claims due against the customer. If the customer is registered as a merchant in the commercial register, or if the contract is for other reasons not subject to the provisions of Sections 506 et seq. of the German Civil Code (BGB), the repossession of the reserved goods shall not be deemed a withdrawal from the contract.

9. Miscellaneous

All orders placed with us are governed exclusively by German law, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG). The place of performance and place of jurisdiction for all rights and obligations arising from the supply contract is Wiesbaden.

Severability clause. Should individual provisions of the contract or of these GTC be or become invalid, the validity of the remaining provisions shall not be affected thereby. The invalid provision shall hereby be deemed replaced by a new, valid provision that fulfils the same legal and economic purpose as far as possible.