Unless otherwise agreed in writing, these General Terms and Conditions apply exclusively to the contractual relationship between the Customer and MIWE Michael Wenz GmbH, hereinafter referred to as "the Company". This also applies if the Customer's own terms and conditions are contained in the application or a confirmation letter. Deviating general terms and conditions of the Customer are not recognised, even if they are not expressly contradicted.
(1) The Company's offer is not to be understood as an application within the meaning of § 145 of the German Civil Code (BGB),
but as an invitation to the Customer to submit an application for the conclusion of a contract. (2) Documents belonging to the invitation to tender, such as illustrations, drawings, etc., are only to be regarded as approximately accurate in terms of dimensions and weight, unless the accuracy of dimensions and weight has been expressly confirmed in writing by the Company. (3) The contract shall only be concluded upon acceptance of the order by the Company. (4) Properties of the work to be performed by the Company shall only be deemed warranted to the extent that the Company has expressly declared the warranty as such in writing. (5) A separate supplementary agreement shall be concluded prior to execution for services that are not included in the order or that deviate from the service description. If this supplementary agreement is not concluded, the Company shall not be obliged to perform these additional or modified services.
(1) A binding price shall only be determined upon acceptance of the order by the Company and on condition that the order data on which the acceptance of the order is based remain unchanged. The Company's prices are in EURO plus the applicable statutory value added tax. (2) All prices are valid with unhindered approach and unloading possibility. Additional costs in the event of obstructions to the journey, restricted unloading options and time restrictions will be charged separately.
The documents required for execution (in particular planning documents) shall be handed over to the Company by the Customer free of charge and in good time, i.e. no later than four weeks prior to the start of execution. In the event of late delivery, the start of execution and the associated execution deadlines shall be postponed accordingly.
(1) Deadlines shall only be binding if they have been confirmed as binding in writing by the Company to the Customer. (2) If the Company is responsible for exceeding the completion deadlines, the Customer shall grant a reasonable grace period. After expiry of the grace period, the Customer shall only be entitled to terminate the contract if he has declared in the context of setting the grace period that he will withdraw from the contract after the fruitless expiry of the grace period. The dispensability of setting a deadline in accordance with § 323 Para. 2 of the German Civil Code (BGB) shall remain unaffected by the above provision.(3) Force majeure, operational disruptions and similar unforeseeable circumstances for which the Company is not responsible shall release the Company from compliance with the completion deadlines for the duration of the operational disruption. The execution deadlines will be extended accordingly. In addition, the Customer shall not be entitled to withdraw from the contract or to terminate the contract unless it cannot reasonably be expected to adhere to the contract until the disruptive circumstances have been remedied
Acceptance shall be carried out at the latest within 12 working days after notification of completion of the contractual services by the Company. The result shall be recorded in a report. If the Customer fails to agree and carry out an acceptance date with the Company within the aforementioned 12 working days, the Company shall be entitled pursuant to Section 640 (1) sentence 3 of the German Civil Code (BGB) to set a reasonable deadline for the declaration of acceptance, after the fruitless expiry of which acceptance shall be deemed to have taken place.
(1) In the event of injury to life, body or health caused by a negligent breach of duty by the Company or an intentional or negligent breach of duty by a legal representative or vicarious agent of the Company, the Company shall be liable in accordance with the statutory provisions. (2) The following shall apply to other damages: a) For damages based on a grossly negligent breach of duty by the Company or on an intentional or grossly negligent breach of duty by a legal representative or vicarious agent of the Company, the Company shall be liable in accordance with the statutory provisions. b) For damages based on the breach of material contractual obligations as a result of slight negligence by the Company or a legal representative or vicarious agent of the Company, the Company shall be liable in accordance with the statutory provisions. c) For damages based on the breach of material contractual obligations as a result of slight negligence by the Company or a legal representative or vicarious agent of the of a legal representative or vicarious agent of the Company, the liability of the Company shall be limited to the damage foreseeable at the time of conclusion of the contract and typical for the contract. c) The liability of the Company shall be excluded for damage based on the breach of secondary obligations or non-essential obligations as a result of slight negligence on the part of the Company or a legal representative or vicarious agent of the Company. d) Claims for damages arising from default based on slight negligence shall also be excluded. (3) The provisions of the Product Liability Act shall otherwise remain unaffected.
(1) The Company shall be entitled to terminate the contract if the Customer fails to perform an act incumbent upon him and thereby puts the Company out of the position to perform the service (default of acceptance according to §§ 293 ff. of the German Civil Code (BGB)), or if the Customer fails to make a due payment or otherwise falls into debtor's default. (2) Termination shall only be permissible if the Company has unsuccessfully granted the Customer a reasonable grace period for performance of the contract and has declared that it will terminate the contract if the grace period expires without result. (3) In the event of justified termination by the Company, the services performed in accordance with the contract up to the time of termination shall be accepted by the Customer and invoiced in accordance with the contract prices. Furthermore, the Company shall be entitled to reasonable compensation in accordance with § 642 of the German Civil Code (BGB), whereby 10% of the agreed remuneration (excluding value added tax) attributable to the part of the work not yet performed shall be deemed reasonable without proof. The customer shall be at liberty to prove that no damage or considerably less damage has been incurred. The assertion of an actually higher damage by the Company also remains reserved. (4) Furthermore, any further claims of the Company shall remain unaffected.
The Customer shall compensate the Company for any additional expenditure resulting from the fact that the Customer culpably misses an agreed deadline or that any defects complained of cannot be detected in accordance with the rules of technology. (1) In the event of ordinary termination by the Customer pursuant to Section 649 of the German Civil Code (BGB) and in the event of termination of the contract by mutual consent, the services performed in accordance with the contract up to the time of termination shall be accepted by the Customer. The Company shall retain the right to the contractually agreed remuneration even for the services no longer provided as a result of the premature termination of the contract. He must, however, deduct what he saves in expenses as a result of the cancellation of the contract. (2) In addition, that which the Company acquires or maliciously refrains from acquiring by using his labour elsewhere shall be deducted from the Company's claim to remuneration.
(1) Payments on account shall be made on request at the shortest possible intervals in the amount of the value of the respective proven contractual services including the reported amount of value added tax due thereon. The services must be evidenced by an auditable list, which must allow a quick and reliable assessment of the services. In this context, services shall also include the components specially manufactured and provided for the required service as well as the materials and components delivered to the construction site if, at the Customer's option, ownership of them is transferred to the Customer or corresponding security is provided. (2) Alternatively, payments on account at fixed dates can be agreed individually. (3) The Company's invoices shall be deemed to have been accepted, insofar as the Customer is not a consumer, if no objection is made no later than 12 working days after receipt of the invoice. (4) Unless otherwise agreed, all invoices of the Companyr shall be due immediately and without deductions. The deduction of a discount requires a separate written agreement. (5) If the Customer is in arrears with payment, the Company shall be free to suspend work until payment is made. (6) Incoming payments shall, irrespective of any provision to the contrary on the part of the Customer, be repaid in each case with costs, then with interest and finally with the principal claim; in the case of several claims, the older claim shall be repaid first in each case. (7) Offsetting by the Customer is only permissible with undisputed or legally established counterclaims. (8) The retention of due, undisputed invoice amounts due to any disputed counterclaims of the Customer is not permitted.
The Company shall retain all copyrights to the plans and work performances produced by it. These may not be made accessible to third parties or misused in any other way without the consent of the Company. If the order is not placed or is terminated prematurely, customer-specific documents shall be returned to the Company without being requested to do so and in all cases without delay upon request. Upon full payment of the contractually agreed price, the Customer shall obtain the exclusive rights of use to the workpieces provided to him for an unlimited period of time, but exclusively for the contractually intended purpose. Any duplication or imitation of the plans or workpieces produced by the Customer is not permitted.
(1) In commercial business transactions, Wurzburg is agreed as the exclusive court of jurisdiction.
(1) No verbal ancillary agreements have been made. Changes and amendments to the agreement must be made in writing. A change to the written form requirement must in turn be made in writing. (2) Should individual provisions be or become invalid, this shall not affect the validity of the remaining provisions. (3) In place of an invalid provision, the parties shall in this case agree on a valid provision which corresponds to or comes as close as possible to the meaning and purpose of the invalid provision, in particular to what the parties had intended in economic terms
. (4) Should the contract concluded between the parties be incomplete, this shall also not affect its validity. In the event of omissions, the parties shall agree on a supplement to the contract which corresponds to what would have been agreed in accordance with the spirit and purpose of this contract
if the parties had considered the matter from the outset when concluding the contract.