General Terms and Conditions (AGB) of WJH Werkzeugtechnik GmbH

1. Scope
   1. These General Terms and Conditions (GTC) apply to all contracts, deliveries, and other services provided by WJH Werkzeugtechnik GmbH (hereinafter referred to as “WJH”) to its clients, unless otherwise agreed in writing.
2. Offer and Contract Conclusion
   1. All offers from WJH are non-binding and without obligation unless expressly agreed otherwise. A contract is only concluded upon written confirmation by WJH or by executing the order.
   2. Verbal promises are only binding if they have been expressly confirmed in writing.
   3. If an order confirmation contains changes to the original order, these changes are deemed approved by the client unless the client objects in writing without delay, at the latest within 5 working days.
3. Prices and Payment Terms
   1. Prices, payment terms, and delivery times are in accordance with the agreements specified in the order confirmation.
   2. Delivery is made free to the destination, as per Incoterms DAP.
4. Warranty and Liability
   1. WJH provides a one-year warranty from the date of delivery of the goods.
   2. Complaints must be reported in writing within 10 working days of discovery. Claims for replacement deliveries must be fulfilled within a reasonable period of time. A claim for damages due to delay cannot be asserted within this period. The client must grant the necessary time and opportunity to remedy the defect.
   3. WJH assumes no warranty for the following cases: unsuitable or improper use, faulty assembly, commissioning, or usage by the client or third parties, natural wear and tear, improper or negligent handling, insufficient maintenance, unsuitable operating materials, defective construction work, unsuitable foundation, as well as chemical or electronic influences, unless they are attributable to WJH.
5. Limitation of Liability
   1. The client’s claims for damages, particularly those arising from non-contractual liability, pre-contractual obligations, breach of duty pursuant to Section 280 (1) of the German Civil Code (BGB), unless they are claims under Section 634 No. 4 BGB due to a defect in the goods, and claims for damages under Section 241 BGB due to delay or impossibility, are excluded.
   2. The exclusion of liability does not apply if it conflicts with essential principles of statutory regulation or restricts essential rights or obligations arising from the nature of the contract in a way that jeopardizes the purpose of the contract.
6. Right of Withdrawal
   1. Withdrawal from the contract is only permitted for a significant reason. In the event of a delay by WJH, the client may only withdraw from the contract after setting an appropriate written grace period.
   2. If the client is in delay with a performance or an agreed cooperation that is necessary for the execution of the order, WJH is entitled to withdraw from the contract.
7. Client’s Liability for Provided Information
   1. WJH is not responsible for the content and data provided by the client.
   2. Should a third party make claims due to possible legal violations arising from information or data provided by the client, the client indemnifies WJH from any liability towards third parties and reimburses all costs incurred due to the possible legal violation.
8. Place of Jurisdiction and Applicable Law
   1. The place of jurisdiction for all disputes arising from or in connection with these GTC is the District Court of Düsseldorf.
   2. German law exclusively applies, with the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).