1. Scope

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1.1 The following terms and conditions apply to all sales of cleaning products as well as other goods and services provided by Woldoshop GmbH. They also apply to future agreements, even if not explicitly mentioned, unless the buyer is not a merchant within the meaning of the German Commercial Code (HGB). Any conflicting general terms and conditions and/or purchasing conditions of the customer are expressly rejected. Should any of the following provisions be invalid or inapplicable for any reason, the validity of the remaining provisions remains unaffected.

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1.2 All agreements made between the seller and the buyer in connection with the execution of the contract must be recorded in writing.

1.3 Conflicting or deviating terms and conditions of the customer shall not be recognized unless we have expressly agreed to their validity in writing. This provision also applies if we execute deliveries or services unconditionally while being aware of conflicting or deviating terms of the customer.

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2. Offer and Conclusion of Contract

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2.1 Our offers are non-binding unless explicitly agreed otherwise in writing. Orders or purchase requests (whether placed orally, via fax, letter, email with sender identification, telephone, or electronic data transmission) are only deemed accepted once we provide written confirmation (via fax, letter, email with sender identification, or electronic data transmission), issue a shipping notification, execute the delivery, or issue an invoice. Order acceptance is subject to the availability of supply, even for prepayments.

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2.2 Drawings, illustrations, dimensions, weights, or other performance specifications are only binding if explicitly confirmed in writing.

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2.3 Our employees and sales representatives are not authorized to make oral agreements or guarantees beyond the content of the written contract. Such agreements and commitments are only binding if confirmed in writing by us.

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2.4 Information provided by our employees, particularly regarding product applications or composition, is non-binding and provided without guarantee. Buyers remain responsible for conducting their own tests and evaluations. Compliance with legal and regulatory requirements for product use is the sole responsibility of the buyer.

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3. Delivery and Acceptance

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3.1 Delivery dates or deadlines, whether binding or non-binding, must be agreed upon in writing. The delivery date is the date on which the goods leave our warehouse, a third-party supplier, or are handed over to the buyer at the agreed location. If a fixed delivery date is agreed upon in writing, the buyer must grant a reasonable grace period of four weeks in the event of a delay, unless clause 3.3 applies.

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3.2 Deliveries expedited at the express request of the buyer will result in additional freight costs borne by the buyer.

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3.3 Delays due to force majeure or unforeseen events that significantly hinder or prevent our delivery—such as operational disruptions, strikes, governmental orders, raw material shortages, or similar events—release us from adhering to agreed delivery deadlines. In such cases, we are entitled to postpone delivery by the duration of the disruption plus a reasonable start-up period or to withdraw from the contract in whole or in part. There is no obligation to procure goods from alternative suppliers. In such instances, we may allocate available stock at our discretion.

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3.4 If the events mentioned in clause 3.3 increase production costs, we reserve the right to adjust prices accordingly. If the buyer rejects the price increase, we are entitled to withdraw from the contract.

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3.5 If a delivery delay due to force majeure lasts more than three months, the buyer may withdraw from the contract regarding the unfulfilled portion after setting a reasonable grace period. Claims for damages due to delays under these circumstances are excluded, provided we notify the buyer promptly.

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3.6 If we are responsible for a delivery delay, the buyer is entitled to compensation of 0.5% of the invoice value per full week, up to a maximum of 5% of the affected delivery value. Further claims for damages are excluded unless the delay results from gross negligence.

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3.7 We are entitled to make partial deliveries unless this is unreasonable for the buyer.

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3.8 Our obligation to deliver is contingent upon the buyer fulfilling contractual obligations in a timely and proper manner.

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3.9 If the buyer delays acceptance, we are entitled to claim any resulting damages. Once the buyer is in default of acceptance, the risk of accidental loss or deterioration of the goods passes to the buyer.

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3.10 The choice of shipping route and method is at our discretion. We consider customer preferences when possible, but additional costs for special shipping requests are borne by the buyer. Even for freight-free deliveries, the buyer bears any additional costs resulting from increased freight rates, rerouting, or storage fees after contract conclusion.

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3.11 The buyer or their customers must place orders for required quantities in a timely manner to ensure punctual delivery. Customer orders require prior written confirmation from the buyer. The buyer is liable for incorrect information. We accept changes in scheduling if they are communicated in a timely manner, with additional costs borne by the buyer.

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3.12 For pickups arranged by the buyer, the buyer is responsible for:
a) ensuring the vehicles meet the technical requirements for our loading facilities,
b) conducting pickups with trained personnel according to our guidelines,
c) confirming the proper receipt of goods on the delivery note,
d) securing the load in compliance with legal regulations,
e) adhering to safety regulations at the loading site,
f) ensuring the vehicle does not exceed the legally permitted total weight,
g) complying with all regulations on load securing.

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4. Prices

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4.1 Unless otherwise stated, prices in our offers remain valid for 30 days from the date of the offer. Otherwise, the prices stated in our order confirmation apply, plus the applicable statutory VAT. Additional deliveries and services will be charged separately.

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4.2 Prices are ex-works or warehouse, including standard packaging, unless otherwise agreed. Billing is based on the weights or quantities determined by us.

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4.3 If government or regulatory measures (e.g., tax or tariff increases) occur, we are entitled to adjust prices accordingly during the contract term. This also applies to cost increases for raw materials used in production and delivery. Clause 3.4 applies additionally.

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4.4 Products with EU approval: Woldoshop GmbH supplies products that can be used and resold both within and outside the European Union. The customer is responsible for ensuring that products are used in compliance with applicable legal regulations.

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4.5 Products without EU approval: For products that lack approval for sale and use within the EU:
a) These products are intended solely for export outside the EU.
b) The customer must confirm in writing that these products will only be used or resold in countries where they are approved.
c) The customer assumes full responsibility for legal compliance in the destination country and indemnifies Woldoshop GmbH against third-party claims.

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5. Payment Terms

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5.1 Unless otherwise agreed, our invoices are payable without deduction within 14 days from the invoice date. After this period, the buyer is in default without the need for a reminder. We are entitled to apply incoming payments to older debts first and inform the buyer about the allocation. If costs and interest have already accrued, payments are first applied to costs, then to interest, and finally to the principal amount.

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5.2 A payment is only considered made when we have full access to the amount. In the case of checks, payment is only deemed to have been made once the check has been cashed.

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5.3 Payments must be made directly to us. Our representatives or sales agents are only authorized to collect payments if they hold a written power of attorney.

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5.4 The acceptance of bills of exchange and checks is solely on an acceptance-for-payment basis. Discount charges and other related costs shall be borne by the buyer. No cash discount is granted for bill of exchange payments.

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5.5 If the buyer is in default, we are entitled to charge default interest at the applicable default interest rate above the statutory base rate pursuant to § 288 (2) BGB. A lower amount shall be applied if the buyer proves that the actual loss is lower. The assertion of higher damages remains reserved.

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5.6 If we become aware of circumstances that raise doubts about the buyer’s creditworthiness, such as the dishonoring of a check, cessation of payments, or other indications of insufficient financial capacity, we are entitled to declare all outstanding claims, including bill of exchange and check claims, immediately due. We may also demand advance payments or securities.

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5.7 5.7 We are entitled to offset our claims against claims of the buyer.

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5.8 The buyer is only entitled to offset, retain, or reduce payments if their counterclaims are legally established or undisputed. Otherwise, the buyer is excluded from rights of refusal to perform, retention, and offsetting.

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6. Transfer of Risk

 

6.1 The risk of accidental loss or deterioration of the goods passes to the buyer upon delivery at the designated location when transported by our own vehicles or by vehicles contracted on our behalf. The buyer must ensure that any claims against the carrier are secured by documenting the circumstances before unloading, with the involvement of a neutral party.

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6.2 If collection is carried out using vehicles commissioned by the buyer, it is the responsibility of the buyer or their appointed representative to ensure that the vehicle is properly loaded by trained personnel while complying with legal regulations for hazardous goods transport and load securing.

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6.3 Unloading and storage of the goods are the sole responsibility of the buyer. These activities must be carried out within a reasonable time frame and by trained personnel.

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6.4 For deliveries using tanker trucks or container tanks, the buyer or their representative is responsible for ensuring that tanks or storage containers are in perfect technical condition. The buyer must provide qualified personnel and independently connect the filling systems to the receiving facilities. Our obligation is limited to operating the vehicle’s onboard filling systems.

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6.5 If our employees assist the buyer with unloading or decanting and damages occur to the goods or other property, our personnel act at the sole risk of the buyer and not as our vicarious agents.

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6.6 The aforementioned provisions apply accordingly to deliveries carried out by third-party transport companies, insofar as their actions could lead to liability claims against us. The liability of third parties remains unaffected.

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7. Warranty

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7.1 We provide warranty for defects, shortages, or incorrect deliveries in accordance with statutory provisions, unless otherwise specified below. The warranty covers the condition of the goods at the time of risk transfer as defined in Section 6.

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7.2 If our usage or maintenance instructions are not followed, or if modifications are made to the products, warranty claims shall be void unless the buyer proves that these circumstances did not cause the defect.

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7.3 The buyer must report defects immediately, but no later than one week after delivery, in writing. The complaint must include supporting evidence, samples, packing slips, as well as the invoice number, invoice date, and the markings on the packaging. Defects that could not be detected within this period through proper inspection must be reported immediately upon discovery in writing. Complaints about defects do not release the buyer from their payment obligations.

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7.4 If a complaint is duly submitted, we will, at our discretion, provide rectification or a replacement delivery. Returns may only be made with our prior consent. Samples and specimens serve as non-binding illustrative materials unless their binding nature has been expressly agreed upon in writing. Advice and information on processing, application possibilities, or technical details are provided to the best of our knowledge but are non-binding and without warranty. The buyer remains responsible for verifying the suitability of the delivered goods through their own testing. Minor or unavoidable deviations from product specifications do not constitute defects.

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7.5 If a replacement delivery is not made within a reasonable period, the buyer may request a price reduction or withdraw from the contract. Once the goods have been processed, only a reduction in the purchase price is possible. Further claims, particularly for damages due to lost profits or other financial losses, are excluded unless the damage results from intent or gross negligence on our part.

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7.6 For buyers who are merchants within the meaning of the German Commercial Code (HGB), warranty claims expire one year after the statutory limitation period begins. The same applies to claims for compensation for consequential damages caused by defects, provided these do not arise from unlawful acts.

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8. Retention of Title

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8.1 The delivered goods remain our property until all claims (including all balance claims from current accounts) to which we are entitled against the buyer now or in the future, for any legal reason, have been fully satisfied. The buyer may request the release of securities if their value consistently exceeds the outstanding claims by more than 20%. The selection of securities to be released is at our discretion.

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8.2 Any processing or transformation of the goods by the buyer is always carried out on our behalf as the manufacturer, without this creating any obligations for us. If our (co-)ownership ceases due to combination with other goods, it is hereby agreed that the buyer's (co-)ownership of the newly created item shall be transferred to us in proportion to its value (invoice value). The buyer shall store our (co-)ownership free of charge. Hereinafter, goods in which we hold (co-)ownership shall be referred to as reserved goods.

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8.3 The buyer is entitled to process or resell the reserved goods in the ordinary course of business, provided they are not in default of payment. Pledging or transferring ownership of the reserved goods as security is not permitted. The buyer hereby assigns to us all claims arising from the resale or from other legal grounds (e.g., insurance claims or claims from unlawful acts) related to the reserved goods in full. We grant the buyer the revocable authority to collect the assigned claims on our behalf in their own name. This collection authority may be revoked if the buyer fails to meet their payment obligations properly.

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8.4 In the event of third-party claims on the reserved goods, particularly in the case of seizure, the buyer must indicate our ownership and inform us immediately so that we can assert our property rights. Any legal or extrajudicial costs incurred must be borne by the buyer unless the third party assumes these costs.

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8.5 If the buyer acts in breach of contract, particularly in cases of payment default, we are entitled to withdraw from the contract and demand the return of the reserved goods.

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9. Right of Withdrawal

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9.1 After concluding a purchase contract, we are entitled to withdraw from the contract in whole or in part or to demand advance payments or security deposits if changes occur in the buyer’s company or personal circumstances that could jeopardize the contract. This particularly applies if the buyer’s financial situation or creditworthiness appears unfavorable or doubtful. We reserve the right, upon receiving new orders or call-offs under existing framework agreements, to make further deliveries conditional upon the prior settlement of all outstanding claims. All amounts due, including those for which bills of exchange have been accepted, may be declared immediately payable. In the event of payment suspension or insolvency, all granted discounts shall retroactively be deemed not granted, and any refund claims shall be excluded. If there are doubts about the buyer’s solvency, we may, without withdrawing from the contract, require advance payments or securities for further deliveries. If the buyer fails to fulfill their payment obligations or uses the goods improperly, we may suspend delivery without prejudice to any further claims.

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9.2 If a payment default is not remedied even after the expiration of a reasonable grace period, we are entitled to withdraw from the contract or claim damages for non-performance. This applies particularly to already agreed but not yet executed follow-up transactions.

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10. Liability

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10.1 Claims for damages of any kind are excluded, regardless of the type of breach of duty, including tortious acts, unless caused by willful misconduct or gross negligence on our part.

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10.2 In the event of a breach of essential contractual obligations, we shall be liable for any negligence, but only up to the foreseeable damage, and in any case, limited to a maximum amount of 2.5 million euros. Claims for lost profits, savings not realized, third-party claims for damages, or other indirect or consequential damages are excluded unless a specific quality guarantee expressly serves to protect the buyer from such damages.

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10.3 The liability exclusions and limitations set forth in Sections 10.1 and 10.2 do not apply to claims based on fraudulent conduct, liability for guaranteed product characteristics, claims under the Product Liability Act, or damages resulting from injury to life, body, or health.

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10.4 The limitations and exclusions of liability also apply accordingly to our employees, workers, representatives, and vicarious agents.

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11. Assignment

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11.1 The buyer's rights arising from business transactions with the seller are non-transferable.

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12. Data Protection

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12.1 As part of order processing, we store personal and company-related data in accordance with applicable data protection regulations. These data are processed and used exclusively for business purposes.

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13. Applicable Law, Jurisdiction, Partial Invalidity

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13.1 These Terms and Conditions, as well as the entire legal relationship between the seller and the buyer, shall be governed by the laws of the Federal Republic of Germany. The provisions of the United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.

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13.2 The place of performance for delivery and payment is our registered business location.

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13.3 If the buyer is a merchant, a legal entity under public law, or a special public-law fund, the place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be Norderstedt.

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13.4 Should any provision of these Terms and Conditions or any provision of other agreements be or become invalid, the validity of the remaining provisions shall remain unaffected.

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Effective Date: February 2023