1.1 All of our offers are based on our terms and conditions, exclusively under which we accept orders. We reject the validity of any terms and conditions of our contracting partners.

1.2 By placing an order or accepting deliveries, the Customer acknowledges the validity of our terms and conditions not only for the transaction, but also for all future transactions.

2.1 Our offers are non-binding in the sense that a contract is only concluded when we accept the order.

2.2 Ancillary agreements to our offers and order confirmations require our written confirmation in order to be valid.

2.3 In the event of a contract with continuous delivery, call-off orders and corresponding grading are agreed for approximately the same monthly quantities. The Customer shall accept the agreed quantities at the agreed prices. Excess or short quantities from specific special production up to a total quantity of 10 percent shall be accepted by the Customer, provided that the interests of the Customer do not prevail. The Customer will be charged for each partial delivery after delivery has been made. In the event of acceptance being delayed beyond the agreed date, the Customer shall pay pro-rated storage and financing costs to WASI until such time as acceptance is completed. Storage and financing costs shall be calculated as follows: €25 per month per occupied space. WASI will not charge the corresponding purchase prices to the Customer until respective acceptance of the individual call-off orders.

2.4 We are entitled to process all legally protected data concerning the Customer within the scope of the relevant legal provisions.

3.1 Illustrations, drawings, dimensions and weights contained in catalogues, price lists or other printed matter are industry-standard approximations. We reserve the right to make design and material changes that are technically necessary or urgently necessary for the design, provided that such changes are reasonable for the Customer, taking into account the intended use of the goods.

3.2 We reserve the right to deliver 10% more or less than the agreed quantity.

3.3 Inspection certificates are only provided on request and only subject to a charge.

4.1 We have the right to withdraw from the contract if its fulfilment encounters insuperable technical difficulties or technical difficulties that would require a disproportionately high cost to overcome in relation to the value of the items to be delivered, or if we become aware of circumstances that make the creditworthiness of the Customer appear doubtful.

4.2 Events of force majeure also entitle us to withdraw. Force majeure is equivalent to strikes, lockouts and similar circumstances

5.1 Our prices are for delivery ex works exclusive of VAT, packaging, customs duties, any additional import duties and insurance.

5.2 We reserve the right to make subsequent calculations in the event that the alloy surcharges change after conclusion of the contract and before delivery.

6.1 Delivery deadlines are only considered approximate. If the delivery is delayed due to circumstances beyond our personal control, in particular due to force majeure, official intervention, industrial action, difficulties in the procurement of materials, production disruptions, special requests of the Customer or similar, the delivery period shall be extended by the duration of the impediment. This also applies to delays that occur as a result of us not being supplied correctly or not on time through no fault of our own. An impediment that exceeds the duration of six weeks and whose end is not foreseeable entitles the Customer and us to withdraw from the contract insofar as it cannot be fulfilled by us as a result of the impediment.

6.2 The Customer may not assert any claims for damages against us due to the exceeding of a delivery deadline or due to a delay in delivery, unless the exceeding of the deadline is due to intent or gross negligence on the part of our management or one of our employees.

7.1 Under no circumstances do we guarantee that the ordered goods are suitable for the purpose intended by the Customer or that they can be used or processed under the conditions given by the Customer or its consumer. Rather, it is up to the Customer to test this before use or processing. We are not liable for errors arising from the documents submitted by the Customer (drawings, samples and the like).

7.2 Any notices of defects must be made in writing. Defects in a part of the delivered goods do not entitle the Customer to complain about the entire delivery. Insofar as a duly submitted notification of defects is justified, we will deliver defect-free replacement goods. At our request, the Customer must return the goods subject to complaint at our expense. In this case, the entitlement to a replacement delivery exists only once we have received the returned item. Instead of the delivery of replacement goods, we may also choose to rectify the defective goods, to amend the contract with regard to the defective goods or to reduce the purchase price. The Customer may give us a period of ten days in writing for exercising this right of choice, which shall commence at the earliest upon receipt of the defective goods by us. If we do not exercise our right of choice within this period, it shall pass to the Customer.

7.3 We shall only be liable for any damages in the event of wilful intent or gross negligence on the part of an employee or vicarious agent. Compensation for damages is also limited in these cases to the foreseeable damage typical of the contract. We are not liable for damage to the Customer’s legal assets caused by the delivered item. Notwithstanding the foregoing, liability applies in the event of damages resulting from injury to life, body or health, which is based on a negligent breach of duty on our part or a negligent breach of duty by one of our representatives or vicarious agents.

7.4 The limitation period for claims and rights due to any defects, regardless of the legal basis, is 1 year. This does not apply in the cases of Section 438, paragraph 1, number 1 of the German Civil Code (BGB), Section 438, paragraph 1, number 2 BGB, Section 479, paragraph 1 BGB or Section 634a, paragraph 1, number 2 BGB. These periods mentioned in the preceding sentence are subject to a limitation period of 3 years. The aforementioned limitation periods do not apply in the case of intent. They also do not apply in the event of fraudulent concealment of a defect. The limitation periods also do not apply in cases of injury to life, limb or health or liberty, in the event of claims under the Product Liability Act as well as in the event of a grossly negligent breach of duty or in the event of a breach of material contractual obligations.

8.1 If damage arises as a result of a hazard inherent in the delivered goods, whether this hazard is based on a defect in the goods or is associated with their contractual condition, or if damage arises as a result of the fact that no warning or insufficient warning of this hazard was given, the injured party may not assert any resulting claim for damages against us, unless our management or one of our employees caused the damage through intent or gross negligence. Notwithstanding the foregoing, liability applies in the event of damages resulting from injury to life, body or health, which is based on a negligent breach of duty on our part or a negligent breach of duty by one of our representatives or vicarious agents.

8.2 We shall only be liable for the consequences of errors that occur during contract negotiations, in particular for the consequences of insufficient or incorrect advice from the Customer, if these consequences are due to intent or gross negligence on the part of our management or one of our employees.

9.1 We will issue an invoice as soon as the ordered goods are ready for dispatch or collection. Delays in the dispatch or collection of the goods for which we are not responsible do not delay the due date of the invoice.

9.2 Our invoices are due for payment immediately from the invoice date without deduction and are to be settled in euros (€).

9.3 Subject to a reminder, the Customer shall be in default no later than 30 days after receipt of an invoice. From the time of default, whether by reminder or by the aforementioned 30-day period, we will charge interest in the amount of 8 percentage points above the base interest rate; the assertion of higher default damages remains reserved. 

9.4 If we become aware of circumstances after conclusion of the contract that make the creditworthiness of the Customer doubtful, we may demand advance payment or security payment at our discretion. The same shall apply if the Customer fails to meet a payment obligation to us on the due date. If one of these cases occurs, all of our claims against the Customer, including those arising from other transactions, shall become due immediately. 

9.5 Insofar as we accept cheques or bills of exchange, this is always done only for payment purposes, but not in lieu of performance.

9.6 The Customer is not entitled to set off against our payment claims or to exercise a right of retention on amounts due. This does not apply to offsetting against undisputed or legally established claims and to the exercise of a right of retention until such claims are fulfilled.

10.1 The goods delivered by us remain our property until all of our claims arising from the business relationship with the Customer have been paid in full, even if they have been entered into a current invoice.

10.2 In the event of combination and/or mixing of the goods supplied by us, any acquisition of ownership by the Customer is excluded. The processing takes place for us in such a way that we are to be regarded as the manufacturer. When processing with goods of other origin, which are also subject to a retention of title extended to processing, we acquire coownership of the new item in proportion to the invoice value of our goods to the value of the other goods that they have at the time of processing. Ownership arising for us as a result of processing, combination or mixing is to be treated legally as the original goods.

10.3 All claims of the Customer arising from the resale of goods in which we have ownership or co-ownership shall be transferred to us upon conclusion of the purchase contract up to the invoice value, irrespective of whether the goods are sold to one or more consumers without or after processing, combining and mixing.

10.4 At our request, the Customer must notify the debtors of the assigned claims of the assignment, and disclose the debtors and the amounts owed by them, and hand over to us the documents that we require to assert the assigned claims.

10.5 The Customer may only sell, process or combine goods that are our property or coowned by us with goods of other origin within the scope of regular business transactions.

10.6 If the Customer is in default with the fulfilment of a liability secured by the retention of title in whole or in part, or if we become aware of circumstances that make our rights appear to be jeopardised, we may demand the surrender of the goods delivered by us without having previously declared withdrawal from the purchase contract in accordance with Section 440 BGB or without having set a deadline for the fulfilment of the payment obligation in accordance with Section 323 BGB. The existence of the purchase contract and the obligations of the Customer remain unaffected by such a request and by the surrender of the goods.

10.7 The retention of title is subject to a condition subsequent in such a way that upon full payment of all our claims arising from the business relationship, ownership of the reserved goods shall automatically pass to the Customer and the assigned claims shall vest in him. At the request of the Customer, we undertake to release the securities (goods and receivables) to which we are entitled in accordance with the above provisions at our discretion to the extent that their value exceeds the claims to be secured by more than 20%.

11.1 The place of performance for the delivery is the respective place of dispatch of the goods, for payment Wuppertal. The exclusive place of jurisdiction for all disputes relating to and arising from the contract, including bills of exchange and cheque processes, is Wuppertal. However, we are also entitled to take legal action against the Customer at another place of jurisdiction applicable to him.

12.1 The recipient/contracting partner of WASI GmbH warrants that it will not sell, export or re-export delivered goods directly or indirectly to the Russian Federation or Belarus or for use in the Russian Federation or Belarus, insofar as they are subject to the provisions of Article 12g of Regulation (EU) No 833/2014 or Article 8g of Council Regulation (EC) 765/2006.

12.2 The recipient/contracting partner shall make every effort to ensure that the provisions of paragraph (1) are not circumvented by third parties further down the supply chain, including, but not limited to, any potential resellers.

12.3 The recipient/contracting partner shall establish and maintain an appropriate monitoring mechanism to prevent circumvention of the provisions cited in paragraph (1) by third parties further down the supply chain or any potential resellers.

12.4 Any breach of the provisions set out in paragraphs (1), (2) and (3) above shall constitute a material breach of contract, entitling WASI GmbH to terminate the supply relationship with immediate effect and cancel any pending orders without delay. In addition, the recipient/contracting partner shall indemnify WASI GmbH against any costs, claims of third parties and other disadvantages (e.g. fines) resulting from a breach of the above paragraphs (1), (2) or (3). However, this provision shall only apply if the recipient/contracting partner is responsible for such a breach of contract. WASI GmbH may further impose a contractual penalty amounting to 5% of the selling price of the items sold in breach of these provisions on the recipient/contracting partner. The above provisions shall apply without prejudice to rights to claim additional damages.

12.5 The recipient/contracting partner shall inform WASI GmbH of any breaches of the provisions set out in paragraphs (1), (2) or (3). On request, the recipient/contracting partner shall provide all information on its compliance with the obligations set out in paragraphs (1), (2) and (3) within two weeks. WASI GmbH shall inform the competent authorities of any breaches of the provisions set out paragraphs (1), (2) and (3) above.

13.1 Should individual provisions of these Terms and Conditions be or become invalid for whatever reason, this shall not affect the validity of the remaining provisions.