General terms and conditions

As of 1.10.2020

General terms and conditions of business of 3W Professional GmbH

§ 1 Scope of application

1.1 Unless expressly agreed otherwise, orders are accepted and executed in accordance with the
the following general terms and conditions of business. This also applies to all subsequent orders without special reference.

1.2 We (hereinafter: “3W”) hereby expressly object to all terms and conditions of the customer.

1.3 Any agreements deviating from these terms and conditions shall be made in writing. Oral agreements shall be confirmed in writing without delay.

§ 2 Offers, documents

2.1 Unless otherwise specified in the offer, offers are valid for a period of of four weeks. Subject to prior sale. An obligation to deliver is only justified by an explicit confirmation of the offer by 3W.

2.2 Unless expressly declared as binding in the offer, all technical data, material specifications etc. the approximate values customary in the industry. Notifications in the event of changes will only be made if a quality guarantee is affected.

2.3 All documents made available to the buyer by 3W shall remain the property of 3W; they may not be disclosed to third parties without the prior written consent of 3W and if the order is not placed with the supplier they must be returned immediately on request in full, including any copies made.

2.4 The information contained in catalogues, brochures and other writteni nformation is to be checked by the customer before acceptance and application for suitability for the planned application. This also applies to the selection of suitable materials. The customer has to inform himself about the possible uses of the product.

2.5 3W is not obliged to check the correctness of the orderer’s specifications and/or and/or legal conformity; for this information only the purchaser has the warranty.

2.6 Drawings, drafts and discussion contributions, which are designed by 3W, are without obligation. Claims of any kind whatsoever may be asserted by the customer on the basis of such documents or services cannot be claimed against 3W and its employees unless they have acted with intent or gross negligence.

§ 3 Mission

Orders shall only be deemed to have been accepted by 3W upon their written confirmation or invoice. The text of the order confirmation is decisive for the content of the contract thus concluded and the type and content of the order. The Customer is obliged to check all parts of the order confirmation and to notify any deviations in writing without delay.

§ 4 Delivery time and scope of delivery

4.1 The delivery times are product-dependent and begin with the complete technical and commercial clarification and end with the dispatch or notification of readiness for dispatch by 3W. The observance of the delivery time further requires the observance of the obligations of the buyer, in particular any payment obligations, in advance.

4.2 Any changes requested by the customer shall again cause the delivery time to be calculated from the date of the amended order confirmation.

4.3 3W shall not be liable for delays in delivery due to force majeure and similar events for which it is not responsible and which were not foreseeable, such as refusal of official permits, industrial disputes, etc. The corresponding delivery periods shall be extended by the period of the hindrance.

4.4 3W shall only be liable in cases of non-compliance with the delivery contract or delayed delivery, even after expiry of a deadline set by 3W, in the event of intent, gross negligence or the breach of essential contractual obligations. A change in the burden of proof to the disadvantage of the customer is not connected with this regulation.

4.5 The right of the purchaser to withdraw from the contract after the fruitless expiry of a reasonable deadline set by 3W remains unaffected.

4.6 Partial deliveries are permissible, as far as reasonable for the customer.

4.7 3W reserves the right to make technical and optical changes as well as other technical changes of components or parts in size, shape, colour and/or weight with equivalent quality and price. In particular, technical and optical changes are in accordance with the contract, insofar as they serve to improve the product. 3W shall be free at any time to arrange for dimensional and design changes to our products for reasons relating to production technology or standards. However, 3W is not obliged to make such changes to goods already delivered.

4.8 Documentation: the customer agrees to provide 3W with all necessary and truthful information and documentation to carry out export transactions.

§ 5 Place of delivery, transfer of risk

5.1 Deliveries shall be made from 3W’s production site at the cost and risk of the Customer. The choice of the mode of dispatch shall be made by the supplier at his reasonable discretion, unless the purchaser specifies otherwise.
5.2 If the goods are delivered outside 3W’s premises, the risk in respect of the delivery item, even if carriage paid delivery has been agreed, shall pass to the purchaser when the goods are handed over to the purchaser, the forwarding agent or carrier, but at the latest when the goods leave our factory or warehouse. In the event of default of acceptance on the part of the purchaser, the risk shall pass when the goods are ready for dispatch, even if default of acceptance only occurs after the goods are ready for dispatch. At the request and expense of the customer, the supplier will insure the consignment against breakage, transport and fire damage.

§ 6 Prices

6.1 All prices are ex works plus freight/postage, packaging, insurance, transaction costs and the applicable statutory VAT.

6.2 Prices of products marked as advance notice are based on non-binding information from pre-suppliers or other manufacturers and may change until the product is released. Pre-announced products can be ordered at the indicated price. 3W cannot, however, explicitly guarantee the price, the date of publication or the appearance of the product. In the event of changes, 3W will consult with the Customer before executing the order. If the Customer does not agree with the changes, the order will not be executed.

§ 7 Payment

7.1 Unless otherwise agreed, the agreed price is payable immediately and without deduction after the due date and receipt of an invoice or equivalent request for payment by 3W. The risk and costs of the payment transaction shall be borne by the Purchaser.

7.2 The customer has the choice of different payment methods, which are offered depending on the order amount, the type of delivery and the shipping destination. 3W reserves the right, in individual cases or in case of refusal of payment by credit institutions or providers of the respective payment method, to execute the order only against payment in advance. In this case the customer can accept this or withdraw from his order. The customer will be charged for any costs arising from the reversal of a payment transaction due to a lack of funds or due to incorrect data transmitted by the customer.

7.3 In the event of late payment, interest on arrears will be charged at a rate of 5 percentage points above the base rate of the European Central Bank. The customer reserves the right to prove that the damage incurred is less.

7.4 The customer shall only have the right to set off against undisputed or legally established claims. The retention of payments by the purchaser due to counterclaims from other contractual relationships is excluded.

7.5 Costs for security deposits, letters of credit for foreign transactions or similar are at the expense of the purchaser.

§ 8 Liability for material defects

8.1 The customer shall inspect the products for any defects immediately after receipt. Obvious defects must be reported in writing to 3W within 5 working days, hidden defects within 5 working days after discovery.

8.2 If 3W is notified of defects in the products delivered by him within one year by entrepreneurs and two years by consumers, 3W shall, at its own discretion, either repair or replace the products, which it is entitled to do even after repeated unsuccessful repairs. 3W shall be granted reasonable time and opportunity for this.

8.3 If the defect cannot be repaired within a reasonable period of time, the Purchaser has the right to withdraw from the contract or to demand a reduction of the purchase price.

8.4 For defects which could have been detected by the purchaser with reasonable effort before installation or processing, all claims from liability for material defects shall lapse as soon as the product is processed or installed. This shall not apply if 3W, its executive employees or vicarious agents are guilty of intent, gross negligence or injury to life, body or health. Liability shall also exist for the slightly negligent breach of essential obligations (obligations whose breach endangers the achievement of the purpose of the contract) as well as for the breach of cardinal obligations (obligations whose fulfilment makes the proper execution of the contract possible in the first place and on whose compliance the Customer regularly relies), but in each case only for the foreseeable damage typical for the contract. There is no liability for the slightly negligent breach of other obligations than the above-mentioned obligations. Liability under the Product Liability Act remains unaffected by the previous exclusion of liability.

8.5 A guarantee for a certain lifetime of the products, especially under difficult and previously unknown operating conditions, is not assumed by 3W. Claims for premature destruction are excluded.

8.6 For products, which have been manufactured according to drawings or specifications of the Buyer, 3W shall only be liable for material defects on specification-compliant execution. The mandatory liability under the Product Liability Act as well as for intent and gross negligence remains unaffected.

8.7 The liability for material defects does not refer to natural wear and tear, to damages caused after the transfer of risk as a result of faulty or negligent handling, or by use not in accordance with the specifications or the contract.

8.8 Liability for material defects which do not or only insignificantly affect the value or the usability is also excluded.

8.9 Recourse claims pursuant to §§ 478, 479 BGB (German Civil Code) shall only exist if the claim by the consumer was justified and only to the extent permitted by law, but not for goodwill arrangements not agreed with the supplier, and shall require the party entitled to recourse to observe its own obligations, in particular the Observance of the obligation to give notice of defects, in advance.

§ 9 Liability

9.1 Claims for damages and reimbursement of expenses on the part of the purchaser – regardless of the legal basis, including those arising in tort or for compensation for damage caused by defects or consequential damage caused by defects, for culpable breach of secondary contractual obligations or for loss of profit – are excluded. This shall not apply if 3W, its executive employees or vicarious agents are guilty of intent, gross negligence, injury to life, body or health, if liability exists due to the breach of a material contractual obligation or if liability is mandatory under the Product Liability Act.

9.2 In the event of a breach of material contractual obligations which is not due to intent or gross negligence and which does not involve injury to life, body or health or a guarantee of quality, liability shall be limited to compensation for foreseeable damage typical of the contract.

9.3 If the Ordering Party on his part provides material for the production of products ordered by him, this is only insured against theft by 3W. Liability for the loss or deterioration of this material shall only exist in the event of intent or gross negligence on the part of 3W.

9.4 Advice given by the Customer, in particular regarding the use of the delivery item, is only binding for 3W if it has been given or confirmed in writing.

9.5 The statutory provisions on the burden of proof shall remain unaffected.

§ 10 Retention of title

10.1 The delivered product (hereinafter: Reserved Product) remains the property of 3W until full payment of all due claims, which 3W owns or acquires from the business relationship with the Customer. During the existence of the retention of title, neither a seizure, nor a transfer by way of security or an assignment of the claim by the Purchaser may be made without the consent of 3W. 3W shall be notified immediately of any seizure by a third party.

10.2 If the Reserved Product is processed into a new product by the Customer, the processing shall be carried out for 3W. An acquisition of ownership by the Buyer according to § 950 BGB is excluded. In case of processing, mixing or transformation of the Reserved Product with products not belonging to 3W, 3W shall acquire co-ownership of the General Terms and Conditions 3W Professional GmbH of the new object in proportion to the invoice value of the products delivered by 3W and the other products at the time of processing. The purchaser shall store the new object for 3W with the care of a prudent businessman.

10.3 The new item shall be deemed to be a conditional product within the meaning of these terms and conditions. The Customer hereby assigns to 3W his claims from a resale of these new products subject to retention of title in the amount of the value corresponding to the value share of the products subject to retention of title in the new object in the ratio of the invoice value of the products subject to retention of title to the products brought in by another party. If the resale takes place together with other products not belonging to the Supplier at a total price, the Customer hereby assigns to 3W its claims from the resale in the amount of the proportion of the value of the products subject to retention of title to the new item which corresponds to the value of the products subject to retention of title to the total delivery.

10.4 The purchaser is revocably entitled to collect the claims arising from a resale in the normal course of business. 3W has independently the right to collect the claims itself, if the purchaser has violated his obligations from this contract, especially in case of default of payment. Upon request, the Customer shall name the debtors of the assigned claims and notify them of the assignment. The assertion of the reservation of title and in particular the demand for return of the goods shall constitute a withdrawal from the contract.

10.5 3W undertakes to release the securities to which it is entitled at its discretion upon request of the Buyer to the extent that the realisable value of these securities exceeds the claims to be secured by more than 10%.

§ 11 Cancellation policy

Right of withdrawal for consumers

The buyer has the right to cancel this contract within fourteen days without giving reasons. The withdrawal period shall be fourteen days from the day on which the buyer or a third party designated by him, other than the carrier, has taken possession of the goods.

In order to exercise his right of revocation, the purchaser must notify 3W Professional GmbH, Liese-Meitner-Straße 33, D-63457 Hanau
(Tel: +49(0)6181 56868, Fax: +49(0) 6181 956689 and verkauf@3w-modellmotoren.de) by means of a clear statement (e.g. a letter, fax or e-mail sent by post) about the decision to revoke this contract.

In order to comply with the withdrawal period, it is sufficient for the buyer to have Exercise of the right of withdrawal before the end of the withdrawal period.

Consequences of revocation

If the Buyer cancels this agreement, 3W shall repay to the Buyer all payments received by 3W from the Buyer, including delivery costs (with the exception of the additional costs resulting from the Buyer’s choice of a delivery method other than the cheapest standard delivery offered by 3W), immediately and at the latest within fourteen days from the day on which 3W receives notification of the cancellation of this agreement. For this repayment, 3W shall use the same means of payment that the Buyer used for the original transaction, unless expressly agreed otherwise with the Buyer; under no circumstances shall the Buyer be charged for this repayment. 3W may refuse the refund until 3W has received the goods back or until the Buyer has provided proof that he has returned the goods, whichever is the earlier. The Buyer shall return or hand over the goods to 3W Professional GmbH, Liese-Meitner-Straße 33, D-63457 Hanau, Germany, immediately and in any case within fourteen days at the latest from the date on which the Buyer notifies 3W of the cancellation of this agreement. The time limit shall be deemed to have been observed if the Buyer dispatches the goods before the expiry of the period of fourteen days. The purchaser shall bear the direct costs of returning the goods. The buyer shall only be liable for any loss of value of the goods if this loss of value is attributable to a defect in the goods which is necessary for the examination of the condition, properties and functioning of the goods. of the goods is due to unnecessary handling by the buyer.

§ 12 Data protection

12.1 The Customer authorises 3W and agrees to process, store and evaluate the data about the Customer received in connection with the business relationship in accordance with the data protection laws. 3W stores and uses the personal data of the customer only for the processing of the orders and possible complaints.

12.2 3W does not pass on personal customer data to third parties. Excluded from this are service partners who require the transmission of data for order processing. In these cases the amount of transmitted data is limited to the necessary minimum. The customer has in any case and at any time a right to information as well as a right to correction, blocking and deletion of his stored data.

§ 13 Final provisions

13.1 These General Terms and Conditions contain all the rights and obligations of the contracting parties. Other agreements or declarations of intent of the contracting parties must be in writing to be legally effective. This also applies to any change to the requirement of the written form.

13.2 If the customer is a merchant, Hanau is the sole place of jurisdiction for all disputes between the contractual parties.

13.3 German law applies exclusively, excluding the provisions of the UN Convention on Contracts for the International Sale of Goods. The contractual language is German.

13.4 Should one of these provisions be invalid, the validity of the remaining provisions shall not be affected. Ineffective provisions shall be replaced by such effective provisions which achieve the intended economic purpose of the invalid provision. largely achieve.