General delivery and payment conditions
Status 12/2024
1. Scope
1.1 The following general delivery and payment conditions apply to all delivery contracts concluded by Richard Wenzel GmbH & Co. KG (hereinafter “we”). We do not recognize any conditions of the customer (hereinafter “buyer”)that deviate from or supplement these conditions unless we have expressly agreed to their validity. Our general delivery and payment conditions also apply if we carry out the delivery without reservation despite being aware of the buyer's conditions that conflict with or deviate from these conditions.
1.2 These General Terms and Conditions of Delivery and Payment do not apply to consumers within the meaning of Section 13 of the German Civil Code (BGB).
2. Conclusion of contract
2.1 The contract is concluded by two mutually agreed declarations of intent.
2.2 If we offer goods via an online shop, the display on the website does not constitute a binding offer. In this case, the buyer submits a binding offer by sending his order by clicking on the order button. In this case, the contract comes into effect with our order confirmation. § 312i Paragraph 1 Sentence 1 Nos. 2 and 3 and S. 2 BGB do not apply.
3. Call-off contracts
3.1 In the case of call-off contracts, the buyer is obliged to purchase the agreed total quantity by calling it off within 12 months, calculated from the order confirmation. Retrievals can only be made on a pallet basis. Unless otherwise agreed, delivery will take place within approx. 10 calendar days after the call-off.
3.2 If the agreed total quantity is not or not completely accepted within the aforementioned period, we are entitled to charge storage costs of EUR 15 per stored pallet per month (or in the case of an incomplete month, pro rata per completed week). The buyer reserves the right to prove that no or only significantly lower expenses were incurred. We reserve the right to assert claims for reimbursement of further expenses.
3.3 The risk of accidental loss or accidental deterioration of the goods passes to the buyer upon expiry of the acceptance period specified in Section 3.1.
3.4 Following a request by us to the Buyer to accept the goods within a reasonable period of time, but at the latest within 14 days, we shall be entitled a) either to withdraw from the contract and to claim damages subject to the statutory requirements or b) to invoice the purchase price for the goods not accepted plus storage costs within the meaning of Clause 3.2 and to assert our claim to the purchase price concurrently with delivery. Other statutory claims shall remain unaffected.
4. Prices and payment
4.1 Unless otherwise agreed, the prices quoted are EX WORKS in accordance with INCOTERMS 2020. The prices quoted are generally gross prices including VAT, if applicable.
4.2 If, after conclusion of the contract, cost items on which our price calculation is based (such as, in particular, raw material prices) change for reasons for which we are not responsible and, taking into account all other cost items, the total costs of fulfilment of the contract increase as a result, we shall be entitled to adjust the price accordingly at our reasonable discretion. In this case, we shall inform the buyer immediately in text form of the price adjustment. In the event of a price increase of more than 10%, the buyer is entitled to withdraw from the contract.
4.3 The purchase price shall be paid no later than 30 days after delivery and receipt of invoice, unless advance payment or any other payment term have been agreed.
4.4 If the agreed payment deadline is exceeded, the Buyer shall be in default of payment and shall therefore be obliged to pay default interest at the statutory rate. Claims for compensation for further damage caused by default and the right to withdraw from the contract under the statutory conditions shall remain unaffected.
4.5 The Buyer shall only be entitled to rights of set-off and retention if his counterclaims have been legally established, are undisputed or have been recognized by us. This restriction shall not apply to claims of the Buyer due to defects or due to partial non-fulfilment of the contract, insofar as these claims result from the same contractual relationship as our claim for payment.
4.6 Even if no advance payment was agreed upon when the contract was concluded, we are entitled to carry out outstanding deliveries only against advance payment or security if, after conclusion of the contract, we become aware of circumstances that jeopardize the settlement of our payment claim. If the buyer does not comply with our request to make an advance payment or provide security within a reasonable period of time, we are entitled to withdraw from the contract.
5. Delivery and delay
5.1 Compliance with delivery dates requires the timely and proper fulfillment of the buyer's contractual obligations.
5.2 Unless otherwise agreed, delivery is EX WORKS in accordance with INCOTERMS 2020. The risk of accidental loss or accidental deterioration passes to the buyer when the goods are made available for shipping. The legal provisions regarding the transfer of risk in the event of default in acceptance remain unaffected.
5.3 If we ship the goods to another destination at the buyer's request and expense, we are entitled to determine the type of shipment method (in particular the transport company and the shipping route) ourselves.
5.4 Events for which we are not responsible and which prevent us from providing services in a timely manner, such as (but not limited to) strikes, lawful lockouts, wars, riots, the effects of epidemics and pandemics, official orders or natural disasters release us from fulfilling the contractual obligations assumed for the duration of the hindrance and an appropriate restart phase, so that the delivery time can be adjusted and extended accordingly. In the case of epidemics and pandemics, this also applies if they had already occurred when the contract was concluded, but we were neither aware of their specific effects on the contract nor should we have been aware of them. We undertake to inform the buyer immediately of the occurrence and expected duration of such an event. If such a hindrance lasts longer than three months, each party is entitled to withdraw from the contract, but the buyer is only entitled to do so after appropriate warning. In this case, any quid pro quo already paid will be refunded immediately.
5.5 Delivery shall be subject to timely and correct delivery of raw materials by our suppliers. The provision in Clause 5.4 shall apply accordingly, if we are unable to deliver on time because we are not supplied or not supplied on time by our supplier, with whom we have concluded a contract for the raw materials required for production, for reasons for which we are not responsible, despite careful selection of the supplier.
5.6 Sollten wir aufgrund Lieferverzuges haften, so ist unsere Verpflichtung zum Ersatz von Verzögerungsschäden (Schadensersatz neben der Leistung) auf maximal 5 % des Nettokaufpreises der verspäteten Lieferung begrenzt, soweit uns und unseren Erfüllungsgehilfen weder Vorsatz noch grobe Fahrlässigkeit zur Last zu legen ist. Die Haftung wegen schuldhafter Verletzung des Lebens, des Körpers oder der Gesundheit sowie die Haftung wegen Vorsatzes und grober Fahrlässigkeit bleiben unberührt. Für die Haftung auf Schadensersatz statt der Leistung gelten
5.7 We are entitled to make partial deliveries to an extent that is reasonable for the Buyer.
5.8 If the Buyer is in default of acceptance or violates other obligations to co-operate, we shall be entitled to demand compensation for the resulting damage, including any additional expenses, unless the Buyer proves that he is not responsible for the breach of duty. Further legal claims remain unaffected.
6. Warranty
6.1 The goods are manufactured according to the current state of the art. We would like to point out that it is not possible to produce a completely drip- and soot-free candle according to the current state of raw material processing and technical production possibilities. We would also like to point out that the goods contain natural components which may change in shape and colour due to prolonged or improper storage. This does not constitute a deficiency in the goods.
6.2 The Buyer's warranty rights require that the Buyer duly inspects the delivered goods for defects in accordance with the statutory provisions of Section 377 of the German Commercial Code (HGB) and immediately reports any defects. The notification of defects must be made in writing.
6.3 If the buyer has properly fulfilled his obligation to give notice of defects, he shall be entitled to the statutory warranty rights in the event of a defect in accordance with the following provisions. We shall be entitled to choose between subsequent delivery and subsequent improvement. Claims for damages shall only exist within the scope of Section 7. Claims for reimbursement of expenses pursuant to Section 445a (1) BGB shall only exist if the contract in the supply chain is a sale of consumer goods.
6.4 Claims for defects shall expire one year after delivery of the goods. Notwithstanding this, the statutory warranty period of two years shall apply to claims for damages due to wilful or grossly negligent breaches of duty or culpable injury to life, limb or health. The statutory limitation regulations in the case of supplier recourse (§ 445b BGB) also remain unaffected, provided that the last contract in the supply chain is a purchase of consumer goods.
7. Liability
7.1 We shall be liable in accordance with the statutory provisions if the Buyer asserts claims for damages based on intent or gross negligence or a culpable breach of a material contractual obligation. Material contractual obligations are those whose fulfilment is necessary to achieve the purpose of the contract and on whose compliance the buyer regularly relies and may rely. Insofar as we and our vicarious agents are not guilty of intent or gross negligence, the liability for damages in the aforementioned cases shall be limited to the foreseeable damage typical for the contract. For liability due to delay, the limitation of liability according to Clause 5.5 shall also apply.
7.2 Liability for culpable injury to life, body or health remains unaffected by the above liability limitations; This also applies to liability in the event of a guarantee being assumed as well as mandatory liability under the Product Liability Act.
7.3 Unless otherwise stipulated above, our liability for damages is excluded regardless of the legal nature of the asserted claim.
7.4 The above provisions apply accordingly if the buyer demands reimbursement of wasted expenses instead of a claim for compensation for the damage.
8. Burning instructions and instructions for the end user
The candles come with burning instructions for the end user. Packaging with several candles that are intended for resale as a closed packaging unit only contains one burning instruction for the entire packaging unit. If the buyer breaks up such a packaging unit in order to resell individual items, he is responsible for properly instructing the end user in accordance with the burning instructions. If he culpably fails to comply with this obligation, he must indemnify us against any resulting claims from third parties.
9. Retention of title
9.1 We reserve ownership of the purchased item until all payments from the business relationship with the buyer have been received. If there is a current account relationship between the buyer and us, the retention of title also applies to the recognized balance.
9.2 The buyer is not entitled to pledge the reserved goods or to transfer them to third parties as security. In the event of seizures or other interventions by third parties, the buyer must notify us immediately in writing. If the third party is unable to reimburse us for the legal and extrajudicial costs to avert the intervention, the buyer is liable for the loss incurred by us.
9.3 If the buyer behaves in breach of the contract, we are entitled to withdraw from the contract under the legal conditions and to demand the reserved goods.
9.4 Until revoked, the buyer is entitled to resell the goods subject to retention of title in the normal course of business. However, the claims against the end customer resulting from the resale are already assigned to us as security up to the amount of our invoice claims. We accept the assignment. The buyer remains entitled to collect the claim. We undertake not to collect the claim as long as the buyer fulfills his contractual obligations and there is no deficiency in his ability to pay. If these requirements are no longer met, we can demand that the buyer discloses the assignment to the end customer and provides us with all documents and information necessary to collect the debt.
9.5 If the reserved goods are processed by the buyer, it is agreed that the processing is carried out for us as the manufacturer and we have direct ownership or - if the processing takes place from materials from several owners or the value of the processed item is higher than the value of the reserved goods - acquire co-ownership of the newly created item in the ratio of the invoice value of the reserved goods to the invoice value of the newly created item. The buyer keeps the new item safe for us.
9.6 If the retention of title is not effective according to the law in which the goods are located, the security corresponding to the retention of title in this area is deemed to have been agreed. If the buyer's cooperation is required for the creation, he is obliged to take all reasonable measures (such as registration or publication requirements) at his own expense to establish and maintain such rights as required.
9.7 We undertake to release the existing securities at the buyer's request to the extent that the realizable value of the securities exceeds the claims to be secured by more than 10%; We are responsible for selecting the securities to be released.
10. Confidentiality
10.1 The Buyer undertakes to treat as confidential any business secrets and other information in connection with our business operations of which he becomes aware through the business relationship and in which it has a legitimate interest in keeping secret and not to make accessible to third parties without express prior written consent.
10.2 A confidentiality obligation does not exist if and to the extent that the information obtained
a) has become generally known or publicly accessible without breach of this confidentiality clause;
b) was already in the Buyer's possession at the time of disclosure without breach of confidentiality obligations, or the Buyer lawfully obtains it from a third party after disclosure without the third party breaching confidentiality obligations;
c) must be disclosed on the basis of statutory provisions or an official or judicial order.
11. Partial invalidity
Should any provision of these General Terms and Conditions of Delivery and Payment be or become invalid, this shall not affect the validity of the remaining provisions. The invalid provision shall be replaced by the corresponding statutory provisions.
12. Choice of law and place of jurisdiction
12.1 The law of the Federal Republic of Germany shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
12.2 If the Buyer has it’s registered office in the European Economic Area or Switzerland, the exclusive place of jurisdiction for all disputes arising from and in connection with the contract shall be our registered office.
12.3 If the Buyer is domiciled outside the European Economic Area and Switzerland, the following provision shall apply instead of the above: All disputes arising out of or in connection with this contract shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce (ICC) by one arbitrator or, in the case of a value in dispute of more than EUR 150,000, by three arbitrators appointed in accordance with these Rules. The place of arbitration shall be Frankfurt am Main, Germany. The language of arbitration shall be German or English.
12.4 Translations of these General Terms and Conditions of Delivery and Payment into other languages are for the Buyer's information only. In the event of any differences between the language versions, the German text shall take precedence.