General Terms and Conditions (B2B)

§ 1 Scope

(1) These General Terms and Conditions (hereinafter “GTC”) apply exclusively to contracts concluded between WS Which Sensor GmbH (hereinafter “Seller”) and entrepreneurs (hereinafter “Buyer”) via the website whichsensor.de or by other means (e.g. enquiry by email, telephone or written offer).

(2) An entrepreneur within the meaning of these GTC is any natural or legal person or a legal partnership who, when concluding a legal transaction, acts in the exercise of their commercial or independent professional activity (§ 14 BGB). These GTC do not apply to consumers within the meaning of § 13 BGB. The Seller reserves the right to reject orders or to apply separate consumer terms if there is reasonable suspicion that the buyer is a consumer.

(3) Terms and conditions of the Buyer that conflict with or deviate from these GTC shall not be recognised unless the Seller has expressly agreed to their validity in writing. These GTC shall also apply if the Seller carries out the delivery without reservation in the knowledge of conflicting or deviating terms and conditions of the Buyer.

(4) Individual agreements made with the Buyer in specific cases (including side agreements, supplements and amendments) shall always take precedence over these GTC. A written contract or written confirmation from the Seller shall be authoritative for the content of such agreements.

§ 2 Formation of Contract

(1) The subject matter of the contract is the sale of goods. The Seller’s offers on the internet are non-binding and do not constitute a binding offer to conclude a contract.

(2) The Buyer may place goods in the shopping cart without obligation and may correct entries at any time before submitting the binding order. By submitting the order via the “order with obligation to pay” button, the Buyer makes a binding offer.

(3) Acceptance of the offer (and thus conclusion of the contract) takes place within 2 business days by confirmation in text form (e.g. email) in which the Buyer is notified of order acceptance or delivery. If the Buyer has not received such notification within this period, they are no longer bound by their order.

(4) If the Buyer has submitted a request for an individual offer, the Seller is not obliged to submit an offer. A submitted offer is binding on the Seller for 5 days after transmission; the Buyer may accept this offer by placing an order within this period.

(5) The Buyer must ensure that the email address registered with us is correct and that the receipt of emails is technically ensured and, in particular, is not prevented by spam filters.

(6) Written form requirement for side agreements: Oral agreements, assurances and side agreements require confirmation by the Seller in text form to be effective.

§ 3 Prices

(1) The prices valid at the time of the order shall apply. All prices are in euros plus the applicable statutory value added tax and any shipping and packaging costs.

(2) Shipping costs are not included in the purchase price. They are shown separately in the respective offer or during the order process.

(3) For deliveries to countries outside the European Union, additional costs may arise, such as customs duties, taxes or money transfer fees, which shall be borne by the Buyer.

§ 4 Payment and Default

(1) The available payment methods are listed on the Seller’s website. Unless otherwise agreed, invoices are due without deduction within 30 days of invoicing and receipt of the goods (§ 271a BGB).

(2) From the due date, the Seller is entitled to charge default interest at a rate of 9 percentage points above the respective base interest rate (§ 288 para. 2 BGB). The right to claim further damages for default is reserved.

(3) If the Buyer is in default of payment, the Seller is entitled to withhold outstanding deliveries or to withdraw from contracts not yet fulfilled, provided the Buyer has been given a reasonable grace period.

(4) Set-off against counterclaims of the Buyer is only permissible if such counterclaims have been established by a court of law or are undisputed.

(5) E-invoicing: From January 1, 2025, the Seller is entitled and, at the Buyer’s request, obliged to issue invoices in electronic format (XRechnung or ZUGFeRD from version 2.0.1). The Buyer is obliged to receive and process electronic invoices.

§ 5 Delivery Conditions and Transfer of Risk

(1) The delivery conditions, delivery date and any existing delivery restrictions are set out in the respective offer or on the website.

(2) Unless otherwise agreed, delivery shall be ex works of the Seller (EXW, Incoterms® 2020). The risk of accidental loss and accidental deterioration of the goods passes to the Buyer as soon as the Seller has handed over the goods to the carrier, freight forwarder or other person designated to carry out the shipment. This also applies in the case of partial deliveries or if the Seller has assumed other services, e.g. shipment.

(3) Delivery dates and periods are non-binding unless expressly agreed as binding. Binding delivery periods require express written confirmation by the Seller.

(4) Delivery delays caused by force majeure or unforeseeable events beyond the Seller’s control (e.g. operational disruptions, strikes, official measures, supply shortages from sub-suppliers) entitle the Seller to extend the delivery period by the duration of the impediment. The Buyer will be informed immediately of the occurrence of such events. If such events last longer than 8 weeks, both parties are entitled to withdraw from the contract.

(5) Partial deliveries are permitted provided they are reasonable for the Buyer.

§ 6 Retention of Title

(1) The delivered goods remain the property of the Seller until all claims from the ongoing business relationship have been settled in full (reserved goods).

(2) The Buyer is entitled to resell the reserved goods in the ordinary course of business. The Buyer hereby assigns to the Seller all claims arising from such resale in the amount of the invoice value – the Seller accepts the assignment. The Buyer remains authorised to collect the claims. The Seller reserves the right to collect the claims itself as soon as the Buyer fails to properly meet its payment obligations and is in default of payment.

(3) If reserved goods are processed by the Buyer or combined with other items to form a single item, the Seller acquires co-ownership of the single item in the ratio of the value of the reserved goods to the value of the single item at the time of combination.

(4) If the value of the security granted to the Seller exceeds its claims by more than 10%, the Seller shall release security of its choice at the Buyer’s request.

(5) In the event of conduct in breach of contract by the Buyer, in particular in the event of default of payment, the Seller is entitled to demand the return of the reserved goods. The Buyer is obliged to surrender the goods. The demand for return of the reserved goods does not constitute a withdrawal from the contract unless the Seller expressly declares this.

§ 7 Obligation to Inspect and Report Defects

(1) The Buyer is obliged to inspect the delivered goods immediately upon receipt for completeness, obvious defects and transport damage (§ 377 HGB). Recognisable defects must be reported to the Seller in writing immediately, no later than within 5 business days of receipt of the goods.

(2) Hidden defects that were not recognisable during the inspection must be reported in writing immediately after discovery, but no later than within 5 business days.

(3) If the Buyer fails to report defects in a timely manner, the goods shall be deemed approved and defect claims shall be excluded, unless the defects were fraudulently concealed.

§ 8 Definition of Material Defect

(1) Goods are free of material defects if, at the time of transfer of risk, they have the agreed quality and are suitable for the use envisaged under the contract. Only the Seller’s own specifications and the manufacturer’s product description shall be deemed agreed as the quality of the goods. Other advertising, public statements and expressions of the manufacturer do not constitute agreed quality.

(2) The objective requirements of § 434 para. 3 BGB (customary quality of comparable goods) shall not apply in business transactions unless expressly agreed otherwise in writing in individual cases.

§ 9 Warranty

(1) In the event of defects, the Seller shall provide warranty at its discretion by repair or replacement delivery (supplementary performance). The right of choice must be exercised towards the Buyer upon declaration of supplementary performance.

(2) If supplementary performance fails, i.e. it is impossible, unreasonable, refused or unreasonably delayed, the Buyer may at its discretion demand a reduction of the purchase price or withdraw from the contract. Withdrawal for an insignificant defect is excluded.

(3) The warranty period is 1 year from delivery of the goods.

(4) The above limitations do not apply to:

• Damages based on an intentional or grossly negligent breach of duty by the Seller, its legal representatives or vicarious agents,
• Injury to life, body or health,
• Fraudulent concealment of a defect,
• Goods that have been used in accordance with their usual purpose for a building and have caused its defectiveness,
• Existence of a guarantee,
• Claims under the Product Liability Act.

§ 10 Limitation of Liability

(1) The Seller is liable without limitation for intent and gross negligence. In cases of slight negligence, the Seller is only liable for breach of a material contractual obligation (cardinal obligation) whose fulfilment is essential for the proper performance of the contract and on whose compliance the Buyer may regularly rely.

(2) In the event of slightly negligent breach of a cardinal obligation, the Seller’s liability is limited to the foreseeable damage typical for the contract.

(3) The above limitations of liability do not apply to injury to life, body or health, fraudulent concealment of a defect, assumption of a guarantee or claims under the Product Liability Act.

(4) The limitations of liability apply accordingly to the personal liability of the Seller’s legal representatives, employees and vicarious agents.

§ 11 Right of Retention

A right of retention of the Buyer may only be exercised insofar as it relates to claims from the same contractual relationship and these claims are undisputed or have been established by a court of law.

§ 12 Confidentiality

(1) Both parties undertake to treat all confidential information of the other party that becomes known to them in the course of the business relationship – in particular price information, technical data, trade secrets – as confidential and to use it only for the purposes of the respective contract.

(2) This obligation shall continue for a period of 3 years beyond the end of the contractual relationship.

§ 13 Choice of Law and Jurisdiction

(1) The law of the Federal Republic of Germany shall apply exclusively, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

(2) The place of performance for all obligations arising from the business relationship shall be the registered office of the Seller.

(3) The place of jurisdiction for all disputes arising from and in connection with this contractual relationship shall be the registered office of the Seller (Chemnitz), provided the Buyer is a merchant, a legal entity under public law or a special fund under public law. The Seller is also entitled to bring action at the Buyer’s general place of jurisdiction.

§ 14 Severability Clause

Should individual provisions of these GTC be or become invalid or unenforceable, this shall not affect the validity of the remaining provisions. The invalid or unenforceable provision shall be replaced by such valid and enforceable provision whose effects come closest to the economic objective that the contracting parties pursued with the invalid or unenforceable provision.

§ 15 Amendments to the GTC

The Seller reserves the right to amend these GTC at any time. The current version is available on the Seller’s website. The GTC valid at the time of conclusion of the contract shall apply to contracts already concluded.

WS Which Sensor GmbH
Technologie-Campus 1
09126 Chemnitz
Deutschland

Phone: +49 371 24356590
Email: [email protected]
Website: www.whichsensor.de