Terms & Conditions
1. Scope of Application
These General Terms and Conditions of Sale (hereinafter also referred to as "GTC") apply to all contracts between us (hereinafter referred to as the "Seller"),
WZ-Pro GmbH, Hindenburgstraße 30, 72127 Kusterdingen, Managing Director: Sellamawe Woldemariam, E-MAIL: info@magnet-pro-adapter.com, Register Court: Stuttgart District Court, Registration Number: HRB 795024
and you as our customer (hereinafter referred to as the "Buyer"). These General Terms and Conditions of Sale (GTC) govern all business relationships between us and our customers ("Buyer").
The General Terms and Conditions of Sale apply only if the Buyer is an entrepreneur (§ 14 BGB), a legal entity under public law, or a special fund under public law within the meaning of § 310(1) BGB. Our General Terms and Conditions of Sale apply exclusively .
Deviating, conflicting, or supplementary general terms and conditions of the Buyer shall only become part of the contract if we have expressly agreed to their validity. This requirement of consent also applies if the Buyer refers to its own general terms and conditions as part of the order and we do not expressly object to them.
These General Terms and Conditions of Sale apply 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 (§§ 433, 650 BGB). Unless otherwise agreed, these General Terms and Conditions of Sale shall apply in the version valid at the time of the Buyer's order or in the version last communicated to the Buyer in text form as a framework agreement for similar future contracts, without requiring us as the Seller to refer to them again in each individual case.
Individually agreed arrangements with the Buyer (including side agreements, supplements, and amendments) and the information in our order confirmation take precedence over these General Terms and Conditions of Sale. The content of such agreements shall be determined by a written contract or our written confirmation, subject to proof to the contrary.
Legally relevant declarations and notifications from the Buyer regarding the contract (e.g., defect notifications, deadlines, withdrawal, or reduction) must be made in written form, i.e., in writing or text form (e.g., letter, email, fax). Further statutory formal requirements and additional evidence (if necessary, in case of doubts regarding the legitimacy of the declarant) remain unaffected.
If references to the applicability of statutory provisions are made, it should be noted that these references serve only as clarification. The statutory provisions apply even if no explicit clarification is made, provided that they are not modified or excluded by these General Terms and Conditions of Sale.
2. Offer and Contract
Our offers are non-binding and subject to change. This also applies if we have provided the Buyer with catalogs, technical documentation (e.g., drawings, plans, calculations, references to DIN standards), or other product descriptions or documents (including electronic versions). We reserve ownership and copyright rights to all documents provided to the Buyer in connection with the order placement. These documents may not be made accessible to third parties unless we have expressly given the Buyer our written consent.
When the Buyer places an order for goods, this constitutes a non-binding contract offer in accordance with § 145 BGB. Unless otherwise specified in the order, we are entitled to accept this contract offer within two weeks of its receipt.
The Buyer's contract offer may be accepted either in writing (e.g., through an order confirmation) or by delivering the goods to the Buyer. If we, as the Seller, do not accept the Buyer's offer within the period specified in Section 2.2, any documents provided to the Buyer must be returned to us immediately.
3. Prices and Payment Terms
3.1 Unless otherwise agreed in writing in the offer and order, our prices applicable at the time of contract conclusion shall apply ex-warehouse, plus the applicable statutory VAT. Packaging costs will be invoiced separately. Shipping costs are not included in the purchase price and must be borne additionally by the Buyer. The Buyer is responsible for all shipping and transportation costs, as well as any customs duties, fees, taxes, and other public charges.
3.3 Payment of the purchase price must be made exclusively to the account specified on the reverse side. A cash discount (Skonto) is only permitted with a special written agreement.
The purchase price is due immediately or within 14 days of invoicing. In the event of late payment, the Buyer shall owe default interest at a rate of 9 percentage points above the base interest rate pursuant to § 288(2) BGB.
3.5 The Buyer shall be in default if the above payment deadline expires. During the default period, the purchase price shall bear interest at the applicable statutory default interest rate pursuant to § 288(2) BGB, which is 9 percentage points above the respective base interest rate. We reserve the right to claim further damages due to the delay. Our right to the commercial maturity interest pursuant to § 353 HGB remains unaffected for merchants.
3.6 If, after the conclusion of the contract, it becomes apparent that our claim to payment of the purchase price is at risk due to the Buyer’s lack of financial capacity (e.g., due to a request for the initiation of insolvency proceedings), we are entitled under statutory provisions to refuse performance and, if necessary, to withdraw from the contract after setting a deadline (§ 321 BGB). In contracts involving the manufacture of non-fungible goods (custom-made products), we may withdraw from the contract immediately. Statutory provisions regarding the dispensability of a deadline remain unaffected.
Right of Retention
The Buyer shall only be entitled to offset or withhold payment if their claim has been legally established, is undisputed, or arises from the same contractual relationship. In the event of defects in the delivered goods, the Buyer’s counterclaims, particularly in accordance with Section 8.6, Sentence 2 of these General Terms and Conditions of Sale, remain unaffected.
4. Delivery Period and Delivery Delay
4.1 The delivery period is individually agreed upon or specified by us upon acceptance of the order. If no such agreement is made, the delivery period is approximately [4-6] weeks from the conclusion of the contract.
4.2 If we are unable to meet agreed delivery deadlines due to circumstances beyond our control, we will inform the Buyer immediately and provide an updated or new estimated delivery date. If delivery remains unavailable even within the newly communicated period, we are entitled to withdraw from the contract in whole or in part. In such a case, any payments already made by the Buyer (purchase price) will be refunded immediately. Non-availability of the service may arise, for example, due to delayed supply from our own suppliers, despite having entered into a corresponding procurement agreement, disruptions in the supply chain (e.g., due to force majeure), or cases where we are not contractually obligated to procure the goods.
4.3 Whether a delivery delay on our part as the Seller exists is determined in accordance with statutory provisions. However, a prerequisite for such a delay is that the Buyer issues a formal reminder. If a delivery delay occurs, the Buyer is entitled to claim a flat-rate compensation for damages incurred. This compensation amounts to 0.5% of the net price (delivery value) per completed calendar week of delay, up to a maximum of 5% of the delayed goods' total delivery value. We reserve the right to provide evidence that the Buyer has incurred no damage or only significantly less damage than the stated compensation amount.
4.4 The Buyer’s rights under Section 9 of these General Terms and Conditions of Sale, as well as our legally defined rights, particularly in cases where performance is excluded (e.g., due to impossibility or unreasonableness of delivery or subsequent fulfillment), remain unaffected.
5. Delivery, Transfer of Risk, Acceptance, and Default in Acceptance
5.1 Unless otherwise agreed in writing in the offer and order, delivery shall be made ex-warehouse. The warehouse also serves as the place of performance for the delivery and any subsequent fulfillment. If the Buyer requests shipment to another destination (sale by dispatch), the Buyer shall bear the shipping costs unless otherwise agreed in the offer and order. If no contractual agreement has been made regarding shipment, we reserve the right to determine the shipping method (packaging, shipping route, carrier) at our discretion.
5.2 The risk of accidental loss or deterioration of the goods shall pass to the Buyer upon handover. In the case of a sale by dispatch, the risk of accidental loss, deterioration, or delay passes to the Buyer as soon as the goods are handed over to the carrier or freight forwarder. If contractual acceptance of the goods has been agreed upon, this acceptance shall be decisive for the transfer of risk. Further statutory provisions under contract law remain unaffected. Handover or acceptance shall also be deemed to have occurred if the Buyer is in default of acceptance.
5.3 If the Buyer is in default of acceptance or if delivery is delayed due to other reasons attributable to the Buyer, we shall be entitled to claim compensation for any resulting damages, including additional expenses (e.g., storage costs). In such cases, we will charge the Buyer a flat-rate compensation of [ ] EUR per calendar day, starting from the delivery deadline or, if no delivery deadline has been specified, from the notification of shipment readiness. Our statutory claims (reimbursement of additional expenses, reasonable compensation, termination) as well as the right to prove a higher actual loss remain unaffected.
5.4 The right to prove a higher actual loss and our statutory claims (particularly for reimbursement of additional expenses, reasonable compensation, and termination) remain unaffected. However, the flat-rate compensation shall be credited against any further monetary claims. The Buyer retains the right to prove that no damage or significantly less damage than the stated flat rate has occurred.
7. Retention of Title
7.1 We retain ownership of the delivered goods until full payment of all current and future claims arising from the purchase contract and ongoing business relationship (secured claims) has been made.
Resale of goods subject to retention of title is only permitted with our prior written consent or within the framework of a separately concluded contract. Without this consent, the sale or transfer of ownership of the goods is not allowed.
7.2 Until full payment of the secured claims has been made, the goods under retention of title may neither be pledged to third parties nor assigned as security. The Buyer must immediately notify us in writing if an application for insolvency proceedings has been filed or if third parties (e.g., seizures) gain access to goods belonging to us. If the third party is unable to reimburse us for the legal and extrajudicial costs of a lawsuit under § 771 ZPO, the Buyer shall be liable for the resulting loss.
7.3 In the event of breach of contract by the Buyer, particularly in the case of non-payment of the due purchase price, we are entitled to withdraw from the contract and/or demand the return of the goods under the retention of title in accordance with statutory provisions. The request for return does not automatically constitute a withdrawal from the contract; instead, we may solely demand the return of the goods while reserving the right to withdraw from the contract. If the Buyer fails to pay the due purchase price, we must first set a reasonable deadline for payment before asserting these rights, unless such a deadline is dispensable under statutory regulations.
7.4 The Buyer is authorized to resell and/or process the goods under retention of title in the ordinary course of business until revoked under Section 7.4.c. In such cases, the following provisions shall apply:
a) Any products created through combination, mixing, or processing of our goods remain subject to retention of title at their full value, with us considered the manufacturer. If third-party ownership rights remain after combination, mixing, or processing, we acquire co-ownership in proportion to the invoice value of the combined, mixed, or processed goods. Otherwise, the same terms apply to the resulting product as to the goods under retention of title. Additionally, the Buyer assigns to us any claims arising from the combination of the retained goods with a property against a third party as security. We accept this assignment.
b) At this moment, the Buyer assigns to us all claims arising from the resale of the goods or products resulting from processing, either in full or in the amount of our co-ownership share in accordance with Section 7.4.a, as security. The assignment is accepted by us. The obligations listed in Section 7.2 for the Buyer also apply to the assigned claims.
c) The Buyer remains authorized to collect the assigned claims alongside us. As long as the Buyer fulfills its payment obligations to us, does not experience financial instability, and we do not exercise our retention of title rights under Section 7.3, we will not collect these claims. If we exercise our rights under Section 7.3, we may require the Buyer to disclose the assigned claims and their debtors, provide all necessary information for collection, hand over relevant documents, and notify the debtors (third parties) of the assignment. Additionally, we are entitled to revoke the Buyer’s right to resell or process the retained goods.
7.5 If the realizable value of the securities exceeds our claims by more than 10%, we will release securities at the Buyer’s request, at our discretion.
7.6 Trial Period
- The goods remain the property of the Seller during the 30-day trial period, unless a different period is specified in the offer or order. Ownership transfers to the Buyer only upon full payment in accordance with the payment terms outlined in these GTC.
- After the 30-day trial period (or a different agreed period), no contract is automatically concluded. The Buyer has the option to decide whether to proceed with a contract by placing an order or requesting a new quote. If the Buyer chooses not to keep the goods after the trial period, a simple informal email notification to info@magnet-pro-adapter.com is sufficient.
- The Buyer is responsible for handling the goods carefully during the trial period and must avoid any damage to the product. If the goods are returned damaged or not in their original condition, the Seller reserves the right to claim compensation for damages.
- A contract between the Seller and the Buyer only takes effect if the Buyer places an order after the trial period or accepts a new offer from the Seller. The contract can be concluded in writing or via email.
8. Warranty and Defect Claims
8.1 The Buyer’s rights regarding material and legal defects (including incorrect or insufficient deliveries, improper assembly/installation, or defective instructions) are governed by statutory provisions, unless otherwise specified below. This does not affect the statutory provisions regarding consumer goods purchases (§§ 474 ff. BGB) or the Buyer's rights arising from separately provided warranties, particularly those from the manufacturer.
8.2 Agreements we have made with the Buyer regarding the condition and intended use of the goods (including accessories and instructions) regularly form the basis of our liability for defects under warranty. Any agreement on the condition of the goods includes all product descriptions and manufacturer specifications that are part of the individual contract or publicly available at the time of contract conclusion (e.g., in catalogs or on our website). If no condition has been agreed upon, the presence of a defect is determined in accordance with § 434(3) BGB. In this context, publicly made statements by the manufacturer in advertisements or on product labels take precedence over statements from other third parties.
8.3 For goods with digital elements or other digital content, our obligation to provide and update digital content applies only if it has been explicitly agreed upon in a condition agreement under Section 8.2. We do not assume liability for public statements made by the manufacturer or third parties.
8.4 We are not liable for defects that the Buyer was aware of at the time of contract conclusion or that the Buyer failed to notice due to gross negligence (§ 442 BGB).
8.5 The Buyer's claims for defects exist only if they have fulfilled their statutory duties of inspection and notification (§§ 377, 381 HGB). If the goods involve construction materials or other items intended for installation or further processing, an inspection must be carried out immediately before processing. Any defects discovered during delivery, inspection, or later must be reported to us in writing without delay. Obvious defects must be reported within [14] business days after delivery, and hidden defects must be reported within the same period after their discovery. If the Buyer fails to properly inspect and/or notify us of defects, we shall not be liable for any defects not reported in time or improperly reported, as per statutory provisions. This also applies if the defect only becomes apparent after installation due to the Buyer’s failure to inspect before processing, in which case the Buyer has no right to reimbursement for installation and removal costs.
8.6 If the delivered goods are defective, we as the Seller have the right to choose between rectifying the defect (repair) or delivering a defect-free replacement (replacement delivery). If the chosen method of rectification is unreasonable for the Buyer in a specific case, they may refuse it. However, we reserve the right to refuse rectification if legally permitted. Additionally, we may make rectification conditional upon the Buyer paying the due purchase price, though the Buyer may withhold a portion of the payment proportionate to the defect.
8.7 The Buyer must grant us the necessary time and opportunity for rectification. Specifically, they must provide us with the defective goods for inspection. If we opt for replacement delivery, the Buyer must return the defective goods as per statutory regulations. However, the Buyer has no independent right to return the goods without our approval.
8.8 Unless we are contractually obligated otherwise, rectification does not include the removal or uninstallation of the defective goods, nor the installation or attachment of the replacement goods. However, the Buyer's right to claim reimbursement for installation and removal costs remains unaffected.
8.9 We will reimburse the necessary expenses incurred for inspection and rectification (e.g., transport, labor, and material costs, as well as possible installation and removal costs) only if a defect is found. If the Buyer submits an unjustified defect claim, they must cover the costs incurred, provided that the Buyer knew or should have known that no defect existed.
8.11 The Buyer may withdraw from the contract or reduce the purchase price if a reasonable deadline for rectification has expired unsuccessfully or is legally unnecessary. However, withdrawal from the contract is not permitted in the case of minor defects.
8.12 Claims for reimbursement of expenses under § 445a(1) BGB are excluded, unless the final contract in the supply chain involves a consumer goods purchase (§§ 478, 474 BGB) or a consumer contract for digital products (§§ 445c sentence 2, 327(5), 327u BGB).
8.13 The Buyer’s claims for damages or reimbursement of wasted expenses (§ 284 BGB) due to a defect are subject to the limitations set forth in Sections 9 and 10.
9. Statute of Limitations
9.1 The general statute of limitations for claims arising from material or legal defects is one year from the date of delivery, deviating from § 438(1) No. 3 BGB. If formal acceptance was contractually agreed upon, the limitation period begins upon acceptance.
9.2 The statute of limitations is five years from delivery (§ 438(1) No. 2 BGB) if the goods: Constitute a building structure, or Were used in accordance with their intended purpose as construction materials and have caused defects in a building structure. This is subject to further statutory limitation provisions, particularly § 438(1) No. 1, § 438(3), §§ 444, 445b BGB.
9.3 The above limitation periods under sales law also apply to the Buyer's contractual and non-contractual claims for damages based on a defect in the goods, unless applying the regular statutory limitation period (§§ 195, 199 BGB) results in a shorter limitation period in a specific case. However, claims for damages under Sections 10.1 and 10.2(a), as well as claims under the Product Liability Act (Produkthaftungsgesetz), are subject only to the statutory limitation periods.
10. Liability
10.1 Unless otherwise stated in these General Terms and Conditions of Sale, including the following provisions, we shall be liable for breaches of contractual and non-contractual obligations in accordance with statutory regulations.
10.2 Under fault-based liability, regardless of the legal basis, we shall only be liable for damages in cases of willful misconduct or gross negligence. In the case of ordinary negligence, we shall only be liable—subject to statutory liability limitations (e.g., due diligence in one’s own affairs, minor breaches of duty)—as follows:
a) For damages resulting from injury to life, body, or health.
b) For damages arising from a breach of an essential contractual obligation (i.e., obligations whose fulfillment is essential for proper contract execution and on which the contracting party regularly relies and may rely). However, in such cases, our liability is limited to compensation for foreseeable and typically occurring damages.
10.3 The liability limitations set forth in Section 10.2 also apply to third parties and in cases of breaches of duty caused by persons for whom we are legally responsible. These limitations do not apply in cases where a defect has been fraudulently concealed or if a guarantee has been given regarding the quality of the goods. Additionally, they do not apply to claims under the Product Liability Act (Produkthaftungsgesetz).
10.4 The Buyer may only withdraw from or terminate the contract due to a breach of duty if we are responsible for the breach and if it does not result from a defect in the goods.
10.5 The Buyer's right to termination (particularly under §§ 650, 648 BGB) is excluded. Otherwise, the statutory conditions and legal consequences shall apply.
10.6 Disclaimer of Liability
Damages resulting from improper use or failure to follow the operating instructions are excluded from liability. In particular, we emphasize that when working at heights exceeding 3.5 meters, the provided fastening straps must be used.
This also applies to any impairment of the magnets due to external influences, such as coatings or contamination of ventilation ducts.
We assume no liability for damages arising from failure to comply with these instructions.
11. Governing Law and Jurisdiction
11.1 These General Terms and Conditions of Sale and the contractual relationship between us as the Seller and the Buyer shall be governed by the laws of the Federal Republic of Germany, excluding international uniform law, particularly the United Nations Convention on Contracts for the International Sale of Goods (CISG).
11.2 If the Buyer is a merchant as defined by the German Commercial Code (HGB), a legal entity under public law, or a special fund under public law, our registered business location in [ ] shall be the exclusive—including international—place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship. The same applies if the Buyer is an entrepreneur within the meaning of § 14 BGB.
11.3 Additionally, we reserve the right to file a lawsuit at the place of performance of the delivery obligation as specified in these General Terms and Conditions of Sale, in a prevailing individual agreement, or at the Buyer’s general place of jurisdiction. Mandatory statutory provisions regarding exclusive places of jurisdiction remain unaffected.