General Terms of Sale, Supply and Payment of Würth Online World GmbH (WOW!)

1. Scope

1.1
The terms of sale, supply and payment set out below apply to all contracts, goods and services including consultancy services and information provided.

1.2
They also apply to all future contracts with the purchaser and future goods and services supplied to the purchaser.

1.3
Opposing terms of business shall not be accepted.

2. Contract conclusion

2.1.
Orders shall be deemed as accepted if WOW! sends the purchaser a confirmation of order acceptance or a delivery of goods.

2.2.
Supplementary clause for software licensing: contracts in respect of first-time licensing and use of software or licence renewal shall also come into being by notification of the access code or other means of activation by WOW!

3. Prices and price lists

3.1.
Prices shall apply at the time the contract is issued ex works and exclusive of VAT at the applicable statutory rate.

3.2.
Delivery charges shall be payable by the purchaser. They will charged by WOW! to the purchaser at cost.

4. Payment

4.1.
WOW! invoices are payable net within 14 days.

4.2.
The purchaser shall be deemed to be in payment arrears on receipt of the first reminder or if no reminder is issued after 30 days from the due date and receipt of an invoice as defined by § 286 Subs. 3 of the German Civil Code. In the event of arrears, WOW! shall be entitled to arrears interest in accordance with § 288 of the German Civil Code. The right to claim further losses arising from arrears is reserved.

4.3.
Offsetting against claims on the part of the purchaser that are not recognised or not legally established shall be excluded. The same applies to the right of the purchaser to withhold payment where the resulting claims are not based on the same contractual relationship.

4.4.
Cheques or bills of exchange shall only be accepted on account of performance. Credits in respect of the same shall only be redeemable from the date on which WOW! has access to the corresponding disposable funds.

5. Delivery

5.1.
The delivery obligation on the part of WOW! is subject to complete and correct delivery to WOW! unless non-delivery or delay is the fault of WOW!

5.2.
Agreed delivery times shall be extended appropriately in the event of unforeseen hindrances that are beyond the control of WOW! such as, for example, strikes, lock-outs, production stoppages, delays in the delivery of raw materials and regardless of whether such hindrances occur at WOW! or its suppliers. Nor shall WOW! be responsible for such circumstances even if delivery by WOW! is already late. If such circumstances occur both contracting parties shall be entitled to withdraw from the contract.

5.3.
WOW! shall be entitled to make partial deliveries to a reasonable extent.

5.4.
If despatch of the goods ordered is delayed for reasons for which the purchaser is responsible, risk shall pass to the purchaser at such time as notification of readiness for despatch is received.

5.5.
Reliable shipping of the goods ordered is guaranteed by freight forwarders subcontracted by WOW! In the event of disputes, the purchaser shall be responsible for proof of non-receipt.

6. Retention of ownership

6.1.
The goods supplied by WOW! shall remain the property of WOW! until all current claims by WOW! against the purchaser and all future claims in connection with the goods supplied have been satisfied.

6.2.
The purchaser shall be entitled to sell on the goods supplied by and remaining the property of WOW! (retained-ownership goods) in the course of its normal business dealings. However, the purchaser hereby assigns to WOW! all amounts receivable from such sale regardless of whether the retained-ownership goods are sold on before or after being worked on or whether they are attached to land or movable property. If the retained-ownership goods are sold on after being worked on or in conjunction with other goods not belonging to WOW! or attached to land or movable property, the amount receivable by the purchaser from its customers shall be assignable to WOW! to the value of the delivered price of the retained-ownership goods agreed between the purchaser and WOW!

6.3.
The purchaser shall continue to be entitled to collect such receivable amounts even after assignment. The entitlement of WOW! itself to collect the receivable amount shall not be affected by the above except that WOW! undertakes not to do so as long as the purchaser properly meets its payment obligations. If the purchaser makes use of its entitlement to collect the amounts receivable, WOW! shall be entitled to the revenue collected to the value of the delivered price of the retained-ownership goods agreed between the purchaser and WOW!

6.4.
Processing or conversion of the retained-ownership goods shall take place on behalf of WOW! as the manufacturer as defined by § 950 of the German Civil Code but without obligation on the part of WOW! If the retained-ownership goods are combined with other objects WOW! shall acquire co-ownership of the new products proportionate with the ratio of the market value of the goods supplied by WOW! to the value of the other agreed objects at the time of processing. The purchaser shall preserve the new products with reasonable care at no expense to WOW!

6.5.
WOW! undertakes to release the securities to which it is entitled to the extent that their realisable value exceeds the secured receivables by more than 20%.

6.6.
If WOW! accepts bills of exchange as means of payment, the retention of ownership shall continue until such time as it is definite that no further claims in respect of those bills of exchange can be brought against WOW! If WOW! accepts cheques as means of payment, the retention of ownership shall continue until such time as it is definite that WOW! has complete disposal over the funds equivalent to the value of the cheques.

7. Quality features

7.1.
The details, drawings, illustrations, samples, brochures, technical details and catalogues and other technical data and recommendations for use that are contained in brochures, catalogues advertisements and price lists are provided without obligation and do not release the purchaser from the responsibility to check the goods for their suitability for the intended purposes, processes and applications. They shall only become part of a contract if and to the extent that they are expressly confirmed by us as binding.

7.2.
Guaranteed qualities shall only be those expressly identified as such in the confirmation of order acceptance.

7.3.
Application, use and processing of the goods purchased are entirely the responsibility of the purchaser.

8. Complaints and guarantee

8.1.
The purchaser is obliged to examine the goods immediately after receipt. If deficiencies are found, they must be notified and detailed to WOW! in writing within 10 days of receipt of the goods. If deficiencies are found at a later date, they must be notified and detailed to WOW! in writing within 10 days of discovery. If notification is made after expiry of the time limit, claiming for those deficiencies and the rights associated with such claims are excluded.

8.2.
If deficiencies exist WOW! will provide retrospective fulfilment which may at its own discretion be in form of repair of the faults or the supply of new defect-free goods. The purchaser shall retain the right to demand a price reduction or to withdraw from the contract if retrospective fulfilment fails.

8.3.
The guarantee period is one year.

8.4.
Supplementary clause for software licensing: the purchaser should be aware that at the present stage of technological development, it is not possible to entirely eradicate errors in software programs. The purchaser must examine the software immediately after delivery and inform WOW! in writing without delay of any obvious errors. WOW! guarantees that in respect of its method of operation the software essentially matches the description in the documentation or the specifications in the confirmation of order acceptance. Beyond that WOW! guarantees neither specific properties of the software programs nor their suitability for the customer's purposes or requirements.

9. Limitation of compensation claims

9.1.
WOW! shall be liable as provided for by law where the purchaser brings claims that are based on injury to life and limb or health.

9.2.
WOW! shall also be liable as provided for by law where the purchaser brings claims that are based on deliberate intent or gross negligence including by the agents or representatives of WOW! Where WOW! is not guilty of deliberate intent, liability for compensation in respect of other loss or damage shall be limited to the foreseeable, typically occurring loss or damage.

9.3.
WOW! shall be liable as provided for by law where WOW! culpably contravenes a fundamental contractual obligation; in such cases, however, the liability for compensation shall be limited to the foreseeable, typically occurring loss or damage.

9.4.
WOW! shall also be liable as provided for by the product liability legislation.

9.5.
In all other circumstances liability for compensation shall be excluded.

9.6.
Supplementary clause for software licensing: alterations to programs are not permitted. If programs modified by the purchaser or third parties are used, WOW! shall not be liable for any loss or damage. WOW! shall not be liable for loss or damage not arising from the software supplied itself and in particular for loss of data or other consequential loss or damage. Nor shall WOW! be liable for the recovery of data unless WOW! has caused its destruction by gross negligence or deliberate intent and the purchaser has ensured that the data in question can be reconstructed at reasonable cost from the raw data stored in machine-readable form.

10. Copyright

10.1.
In the case of software licensing, the purchaser is granted the non-exclusive and non-transferable right of use for internal purposes of the programs, the associated documents and subsequent extensions and exclusively with the specified products for which programs are supplied. All other rights to the programs and the documentation including copies and subsequent extensions are retained by WOW! The purchaser must ensure that third parties are not allowed access to those programs and documents without the prior consent of WOW! Copies may only be made for the purposes of archiving or replacement or for troubleshooting. The licensing of source code requires special written agreement. If the originals carry a mark indicating copyright protection, the purchaser must attach that mark to the original or leave it there. Unless agreed otherwise, the right of use shall be deemed to have been granted on delivery of the order and supply of the programs, documentation and subsequent extensions.

10.2.
WOW! retains all copyrights to illustrations, drawings and other documentation. They must not be used for purposes other than those contractually agreed or made accessible to third parties without our permission.

10.3.
If the purchaser is a reseller (e.g. distributor or leasing company) it shall be entitled in the course of its normal business dealings to transfer to its customer in each case the rights of use granted.

10.4.
In other circumstances the purchaser is obliged to notify WOW! of the full name and address of the buyer if software is sold on. That does not apply to resellers (e.g. distributors or leasing companies). In the latter case, WOW! must be informed of the name and address of the buyer on request.

11. Data protection

WOW! is a member of the Schutzgemeinschaft für Warenkreditgeber ("Trade Credit Providers' Protection Society") to which a variety of companies in the construction, metal, chemical and fixing systems industries belong. WOW! is entitled to store the following data related to the purchaser and pass it on to the Schutzgemeinschaft für Warenkreditgeber, of which it is a member: address details, application for a court order or legal action against the purchaser for undisputed debts (specifying date of submission to the court), application for insolvency (specifying date of application), insolvency court rulings regarding the insolvency application (specifying date), enforcement orders already executed (date of application, nature of measures taken), issue of an arrest warrant in the course of an enforcement order (specifying date), setting of a date for submission of an assurance under oath or hearing of the same already conducted (specifying date), number of days by which agreed payment deadline exceeded, existence of an arrest warrant due to property-related offences. The passing of such data to the Protection Society shall, however, only take place in each individual case after first checking that it is necessary to protect our justified interests, the justified interests of a contracting partner of the Protection Society or of the general public. The Schutzgemeinschaft für Warenkreditgeber stores the data and passes it on after first establishing prima facie evidence of a justified interest only to other members of the Protection Society. The purpose is exclusively to protect the companies belonging to the Society against non-payment by debtors when supplying goods on credit. Only the objective data without subjective value judgement listed above is passed to the Protection Society and passed on from there. The purchaser may obtain information on the data relating to it held by the Protection Society, the address of the Protection Society and a list of its member companies from the WOW! customer service centre on request.

12. Place of performance

12.1
The place of performance shall be Künzelsau.

12.2.
The court of jurisdiction for all disputes arising from the legal relationships with the purchaser shall be Künzelsau. WOW! shall however be entitled to file claims with the court of jurisdiction for the purchaser's domicile.

12.3.
This contract is subject to German Law to the exclusion of the UN Convention on the International Sale of Goods.

Status: 09/2008