1.1 Deliveries, services and offers of WMF shall be made exclusively on the basis ofthese Terms and Conditions of Sale and Delivery (GTCS). These GTC are deemed accepted at the latest upon acceptance of the goods or services. WMF does not recognize any general terms and conditions of the Buyer that conflict with or deviate from the WMF GTCS, unless WMF has expressly agreed to their validity. The WMF GTCS also apply if WMF carries out the delivery to the Buyer without reservation in the knowledge of the Buyer's general terms and conditions that conflict with or deviate from the WMF GTCS.
1.2 These GTCS of WMF apply only to entrepreneurs in the exercise of their commercial or self-employed professional activities and to legal entities under public law within the meaning of Sections 14, 310 of the German Civil Code (BGB) and, unless otherwise agreed, also apply to all future transactions with WMF, even if they are not mentioned.
1.3 They apply accordingly to work and services. Instead of acceptance of the delivered products, acceptance shall take place in the case of work performances and acceptance of the service in the case of services.
2.1 The offers of WMF are subject to change and non-binding.
2.2 Orders become binding for WMF through their written or explicit confirmation (also invoice or delivery note) or when WMF executes the order, in particular WMF fulfills the order by sending the products. Otherwise, all agreements require the written confirmation of WMF. The same applies to supplements, amendments, and ancillary agreements.
2.3 WMF reserves all property rights, copyrights and other industrial property rights to all offer documents. Such documents may not be made accessible to third parties. The Buyer shall return all offer documents to WMF immediately upon WMF's request if they are no longer required in the ordinary course of business. The same applies in particular to all other documents, drafts, samples, specimens, and models.
3.1 The products offered on the WMF websites do not yet constitute a binding offer to conclude a contract, but merely an invitation to the Buyer to place an order.
3.2 For the use of the ordering process offered via the websites, the buyer can, if this option is offered, register and create a customer account. Registration and/or use of the ordering process is only possible as an entrepreneur in the exercise of commercial or independent professional activity and for legal persons under public law or by authorised representatives of the aforementioned. The prerequisite stated in the preceding sentence shall be verified within the scope of the registration and/or the ordering process. There is no entitlement to registration and/or admission to the ordering process.
3.3 When ordering via the websites provided by WMF, the Buyer can select WMF's products and place them in his "shopping cart". If the Buyer has stored products in the shopping cart, the Buyer can view the products on the overview page. The products in the shopping basket and the number of items can be displayed in the shoppingbasket. There, the buyer can also change the desired number of items at any time or completely remove products already selected. An order is bindingly placed by the buyer when the buyer clicks on the electronic control panel (button) "Buy now" in the "Shopping cart" area at the end of the ordering process. Before clicking on the "buy now" button, the previously entered data and the contents of the shopping basket can be changed at any time or the ordering process can be cancelled by leaving the website. With such an order, the Buyer submits an offer to WMF to conclude a contract.
3.4 After placing his order, the buyer will receive a confirmation of receipt of his order. This is not an acceptance of the offer, but merely serves as information that the order has been received.
3.5 A contract is only concluded when WMF accepts the order by means of a declaration of acceptance (order confirmation) or by sending the respective product. In the event of delivery of the products, the agreement is concluded as soon as WMF orthe commissioned transport company hands over the ordered products to the Buyer. The products shall be shipped to the address specified by the Buyer in the order process.
If the Buyer selects the payment method credit card or PayPal, WMF declares the anticipated acceptance of the contractual offer implicitly by offering this payment option at the end of the order process. If the delivery of the goods ordered by the Buyer is not possible through no fault of WMF, WMF reserves the right to withdraw from the contract concluded with the Buyer. In particular, delivery is not possible if WMF itself is not supplied by suppliers through no fault of WMF or if the availability of a product explicitly refers to the stock that is already sold out at the time of the conclusion of the agreement. WMF will immediately inform the Buyer about the exercise of the right of withdrawal and immediately refund any consideration already received.
3.6 The contract text is stored by WMF after an order has been placed. However, this is not accessible to the Buyer. The language available for the conclusion of the contract is exclusively German. Translations into other languages are for your information only. In the event of contradictions between the German text and the translation, the German text shall take precedence.
4.1 Our prices are net ex works plus the applicable VAT rate and including packaging.
4.2 For orders via our online shop, the payment methods listed on our website are available to the customer. The price andany additional costs incurred (shipping costs, etc.) are due immediately upon conclusion of the contract for orders via the website. Payment methods other than payment in advance are only possible in the event of a positive credit check. Section 4.3 of these GCS applies to the respective payment term.
4.3 WMF's invoices are payable 21 days after receipt without any deductions. If this payment deadline is exceeded, WMF is entitled, subject to the assertion of higher damages for default without a reminder, to demand interest in the amount of 9 percentage points above the applicable base interest rate pursuant to Section 247 of the German Civil Code (BGB) and a lump-sum payment in the amount of 40 euros pursuant to Section 288 (5) of the German Civil Code (BGB) for internal or external collection measures.
4.4 Cheques are only accepted on account of payment.
4.5 WMF reserves the right to use payments to settle the oldest invoice items plusthe default interest and costs accrued thereon, in the order: costs, interest, principal claim.
4.6 The Buyer shall only be entitled to set-off rights if its counterclaims are legally established, undisputed or recognised by WMF.
4.7 If, after the conclusion of the agreement, WMF obtains knowledge of facts about a significant deterioration in the financial circumstances of the Buyer that, according to its dutiful discretion, are suitable to jeopardize its claim to the counterperformance, WMF may demand suitable security within a reasonable period of time or advance payments or performance upon counterperformance until the time of its performance. WMF is also entitled to revoke payment terms granted. If the Buyer does not comply with WMF's justified request or does not comply with it in a timely manner, WMF may withdraw from the agreement or demand damages instead of performance. If the Buyer is in arrears with a partial performance, WMF can immediately declare the entire remaining claim due and, in theevent of a delay in performance that is caused by a significant deterioration of the financial situation, withdraw from the agreement without granting a grace period or demand damages instead of performance. In the event of a delay in performance that is not due to a financial situation, WMF may withdraw from the contract after the fruitless expiry of a reasonable deadline.
5.1 Delivery periods are non-binding unless otherwise expressly agreed. Partial deliveries are permissible. If a fixed delivery date has been agreed, the Buyer shall set a reasonable grace period in the event of a delay on the part of WMF. If the delivery is still not made by the end of the grace period, the Buyer shall be entitled to withdraw from the agreement.
5.2 The delivery period shall commence on the date of dispatch of the order confirmation and shall be deemed to have been complied with if the goods have left the factory/warehouse by the end of the delivery period or, in the event that dispatch is impossible, notification has been given that the goods are ready for dispatch. If subsequent amendments to the contract are agreed, the delivery date or the delivery period shall be agreed again. Compliance with the delivery time is subject to proper, in particular timely, self-delivery by WMF, unless WMF is responsible for the reason for the improper self-delivery. In the event of improper self-delivery, WMF is entitled to withdraw from the agreement. WMF will inform the Buyer immediately if WMF exercises its right to withdraw from the agreement and return any advance payments made by the Buyer.
5.3 Compliance with agreed deadlines for deliveries requires the timely receipt of all documents to be provided by the Buyer, required approvals and releases, in particular of plans, as well as compliance with the agreed payment terms and other contractual obligations by the Buyer. If these prerequisites are not fulfilled in a timely manner, the deadlines will be extended appropriately; this does not apply if WMF is responsible for the delay.
5.4 Unlessspecial agreements are made, call orders are to be accepted within six months after WMF has notified their readiness for delivery. After expiry of this period, WMF is entitled to demand acceptance.
5.5 If the non-compliance with the deadlines is due to force majeure -regardless of whether it occurred in the plants of WMF or at its suppliers -this includes, in particular, official interventions, operational disruptions, industrial disputes, delays in the delivery of essential raw and auxiliary materials -or similar events, e.g., strike or lockout, the deadlines are extended appropriately. If delivery or performance becomes impossible due to the aforementioned events, WMF is released from the delivery obligation without the Buyer being able to claim damages. If the performance is no longer of interest to the Buyer due to the delay, the Buyer may withdraw from the agreement after setting a reasonable grace period. If the aforementioned obstacles occur at the Buyer, the same legal consequences also apply to the Buyer's acceptance obligation if the Buyer informs WMF in writing in due time before the order is processed. The Contractual Partners are obligated to inform the other party of the aforementioned obstacles without delay.
5.6 If the Buyer does not accept the goods, WMF is entitled to withdraw from the contract after setting a reasonable grace period or to demand damages instead of performance. In the latter case, WMF is entitled to demand either compensation for the actual damage incurred or, without proof of damage, 20% of the purchase price.
5.7 demand compensation. The Buyer expressly reserves the right to prove that WMF has incurred lower damages or no damages at all.
5.8 The Buyer shall proceed with used devices taken in payment in accordance with the instructions ofWMF. No cash discount shall be granted from the redemption amount.
5.9 The purchaser receives a printed instruction manual for each machine, the instructions of which must be followed. The laying of the pipes for water up to the machine or up to the stopcock for the water supply and for electricity up to the machine or up to the socket with which the machine can be disconnected from the mains at all poles, as well as the drain, are the responsibility of the buyer. Any resulting costs shall be borne by the purchaser. WMF customer service technicians are only authorised to establish the connection between the machine and the connection points leading to it. WMF assumes no liability for compliance with general and local regulations for on-site installation work. WMF customer service technicians are not authorised to make breakthroughs and/or drill holes, etc. on worktops/counters or their substructures and the like. This is also the responsibility of the Buyer.
6.1 The risk of accidental loss and accidental deterioration shall pass to the buyer as follows, even in the case of carriage paid delivery:
6.2 for deliveries without installation or assembly, as soon as the goods have been handed over to the shipping agent. Shipment is ex works or ex warehouseat the risk of the Buyer. WMF is not liable for damage and loss during transport. This also applies if the delivery is made in parts or WMF has assumed additional services, such as the transport costs or the assembly of the products at the Buyer's premises. Unless otherwise agreed, WMF chooses the shipping and packaging at its own discretion. WMF does not assume an insurance obligation. However, upon written request of the Buyer, the goods will be insured against transport damage and other damage;
6.3 in the case of deliveries with installation or assembly, on the day on which the goods are handed over to the customer by the shipping agent.
6.4 in case of self-collection with the notification of readiness for collection.
6.5 In the event of a delay in acceptance by theBuyer, WMF may demand compensation for the damage incurred as well as compensation for any additional expenses, unless the Buyer is not responsible for the non-acceptance of the products.
7.1 WMF is liable for justified material defects asfollows:
7.2 All those products or services that exhibit a material defect within the limitation period pursuant to Section 7.2 shall, at the discretion of WMF, be repaired or provided again free of charge, provided that the cause of the material defect already existed at the time of the transfer of risk.
7.3 Claims for material defects shall become statute-barred after 12 months, in the case of demonstration units after 6 months. The period begins with delivery (§ 438 para. 2 BGB) or, in the case of work performance, with acceptance (§ 643a para. 2 BGB). The above periods shall not apply where longer periods are prescribed by law, e.g. § 479 para. 1 BGB (contractor's right of recourse), 438 para. 1 no. 2 BGB (buildings and things used for a building) and § 634a BGB (defects of a building). The limitation period of one year shall also apply to claims in tort based on a defect in the products or work performance. The limitation period begins with the delivery of the products or acceptance of the work performance. Thelimitation period of one year does not apply to the unlimited liability of WMF for damages from the breach of a guarantee or from injury to life, body or health, for intent and gross negligence and for product defects or insofar as WMF has assumed a procurement risk.
7.4 The Buyer must notify WMF of material defects immediately, at the latest two weeks after delivery of the goods, and hidden defects immediately, at the latest after their detection, in writing. Replaced parts become the property of WMF.
7.5 In the event of notices of defects, payments by the buyer may be withheld to an extent that is in reasonable proportion to the material defects that have occurred. The Buyer may only withhold payments if a notice of defect is asserted about which there can be no doubt. If the notice of defect is unjustified, WMF is entitled to demand reimbursement of the expenses it has incurred from the Buyer.
7.6 First, WMF must always be granted the opportunity for subsequent performance in accordance with Section 7.1 within a reasonable period of time. The Buyer must provide WMF with the rejected item or samples thereof.
7.7 We do not provide any warranty:
7.8 for all parts that are subject to natural wear. These include, among others, seals;
7.9 for defects, insofar as they are not the fault of WMF, which are due to the effects of weather, scale build-up, chemical, physical, electrochemical or electrical influences;
7.10 if a water filter is not used although the water conditions on site require the use of a water filter in accordance with the information in the operating instructions and defects occur as a result;
7.11 for defects caused by failure to follow the instructions for handling, maintenance and care of the appliance (e.g. operating and maintenance instructions of WMF in accordance with the operating instructions of the respective coffee machine type);
7.12 for defects caused by unsuitable or improper use, by the non-use of WMF original spare parts or faulty assembly by the Buyer or third parties or by faulty or negligent handling, as well as for the consequences of improper modifications or repair work carried out by the Buyer or third parties without our consent;
7.13 when purchasing a coffee machine of the type WMF 900 for defects that are due to the fact that more than 7,000 brews have been made with the machine within the warranty period of 12 months from the date of purchase;
7.14 Machines may only be returned with our agreement.
7.15 In all other respects, Clause 10 shall apply to claims for damages.
7.16 WMF does not assume any guarantees, in particular no quality or durability guarantees, unless otherwise agreed in writing in individual cases.
8.1 When purchasing coffee machines, the warranty period shall be extended to 24 months from the transfer of risk if the purchaser already concludes a full maintenance contract for the regular maintenance of the purchased coffee machine when concluding the purchase contract. The warranty period shall only be extended if the full maintenance contract concluded has a minimum term of three years.
8.2 Warranty claims are governed by sections 7.1, 7.3 to 7.8.
8.3 The full maintenance contract constitutes a separate legal transaction.
8.4 The extension option does not apply to coffee machines of the type WMF 900.
9.1 Insofar as the delivery is impossible, the Buyer is entitled to demand compensation for damages, unless WMF is not responsible for the impossibility. The Buyer's right to withdraw from the agreement remains unaffected.
9.2 Insofar as unforeseeable events within the meaning of Section 5.5 significantly change the economic significance or the content of the delivery or have a significant impact on the operations of WMF, the agreement will be adjusted appropriately in good faith. If this is not economically justifiable, WMF has the right to withdraw from the agreement. If WMF wants to make use of this right of withdrawal, it must inform the Buyer immediately after realizing the consequences of the event, even if an extension of the delivery time was initially agreed with the Buyer.
10.1 WMF shall be liable without limitation for damages resulting from the breach of a guarantee or from injury to life,body or health. The same applies to intent and gross negligence or insofar as WMF has assumed a procurement risk. WMF is only liable for slight negligence if essential obligations are violated that result from the nature of the contract and are of particular importance for achieving the purpose of the contract. In the event of a breach of such obligations, default and impossibility, the liability of WMF is limited to such damages that can typically be expected to occur within the scope of this agreement. Mandatory statutory liability for product defects remains unaffected.
10.2 Insofar asWMF's liability is excluded or limited, this also applies to the personal liability of WMF's employees, representatives and vicarious agents.
11.1 The delivered goods remain the property of WMF (reserved goods) until all claims to which WMF is entitled from the current and future business relationship with the Buyer have been fulfilled. The Buyer is obliged to treat the products subject to retention of title with care for the duration of the retention of title. In particular, he is obliged to sufficiently insure the products at his own expense against fire, water and theft damage at replacement value. If the value of all security interests to which WMF is entitled exceeds the amount of all secured claims by more than 10%, WMF will release a corresponding part of the security interests at the request of the Buyer. In the event of breaches of duty by the Buyer, in particular in the event of default of payment, WMF is entitled to withdraw from the agreement after the expiration of a reasonable grace period set by WMF for the performance of the agreement. The Buyer is immediately obligated to surrender the purchased item. After giving appropriate notice in due time, WMF may otherwise dispose of the productssubject to retention of title to satisfy its due claims against the Buyer.
11.2 If the Buyer is not the end customer but a reseller, he is entitled to resell the goods subject to retention of title in the ordinary course of business. However, he already now assigns to WMF all claims in the amount of the final invoice amount of the WMF claim that accrue to him from the resale against his customers or third parties, regardless of whether the reserved goods were resold without or after processing. WMF accepts thisassignment already now. The Buyer remains authorized to collect these claims even after the assignment. The authority of WMF to collect the claim of WMF itself remains unaffected by this. However, WMF undertakes not to collect the claim as long as the Buyer duly fulfills his payment obligations. If the latter requirement is not met, WMF can demand that the Buyer inform WMF of the assigned claims and their debtors, provide all information required for collection, hand over the associated documents, and inform the debtors (third parties) of the assignment. Otherwise, the Buyer is not entitled to pledge the products subject to retention of title, to assign them as collateral, or to make other dispositions that endanger WMF's ownership.
11.3 Processing or transformation of the goods subject to retention of title is carried out for WMF as the manufacturer in accordance with Section 950 of the German Civil Code (BGB) without obligating WMF.
11.4 If goods owned by WMF are processed with other objects, WMF acquires co-ownership of the new object in the ratio of the market value of its goods to the value of the other processed objects at the time of processing.
11.5 In the event of default in payment, WMF is entitled to demand the immediate surrender of the goods delivered under reservation. In this case, time-limited claims become due immediately. Irrespective of their due date, bills of exchange handed over are to be honoured concurrently against cash payment.
12.1 If the agreement is rescinded -for whatever legal reason -WMF is entitled to claim the following amounts for the use and enjoyment of the equipment and as compensation for loss of value, without prejudice to its other possible claims against the Buyer:
12.2 25 % of the purchase price plus VAT within thefirst 6 months; 30 % of the purchase price plus VAT within the first 12 months; 40 % of the purchase price plus VAT after one year;
12.3 50 % of the purchase price plus VAT after two years; 60 % of the purchase price plus VAT after three years.
12.4 The buyer expressly reserves the right to prove that a lower or no depreciation in value has occurred on the device.
13.1 In order to process the contract concluded with the Buyer, it is necessary to process the Buyer's personal data. In doing so, WMF processes the contactorder and payment information of the buyer. The basis for the processing is the contract concluded between the parties (Art. 6 para. 1 b) EU Basic Data Protection Regulation). Due to retention obligations under commercial and tax law,the buyer's data in connection with the contract will be stored for up to 10 years. Any further processing of personal data shall only take place within the framework of the legal basis, other contracts concluded between the Buyer and WMF or consent granted by the Buye.
13.2 Details about the scope of the processing of the buyer's personal data can be found in the general data protection information (Art. 12-14 DSGVO) on our homepage https://www.wmf-coffeemachines.com/en_com/privacy-statement.html
An assignment of claims against WMF from contracts concluded between WMF and the Buyer is excluded without the express written consent of WMF.
15.1 Unless otherwise stated in the order confirmation, our registered office shall be the place of performance.
15.2 If the buyer is a merchant, our place of business shall be the place of jurisdiction; however, we shall also be entitled to sue the buyer at the court of his place of residence. We object to arbitration clauses.
15.3 The contractual relations shall be governed by German law to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).
15.4 Should any of the above provisions be invalid or should a loophole be found, the invalid provision or the loophole shall be replaced bya valid provision which comes as close as possible to the economic purpose intended by the parties.