GENERAL TERMS OF SALE, DELIVERY AND PAYMENT

		Scope

The following terms of sale, delivery and payment shall apply to all contracts, deliveries and other services including consulting services and advice.
They shall also apply to all future contracts with the Customer as well as any future deliveries and other services to be rendered to the Customer.
We object to any conflicting terms and conditions.
We exclusively supply to entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), public law entities and special funds under public law. As a rule, we do not supply to private end consumers.
Our products are intended for professional use only and generally do not meet the requirements applicable to private end users.
Conclusion of a contract
All orders placed with us, any changes, or amendments as well as any supplements to a contract must be made in writing. Orders placed by telephone or other means shall be deemed accepted upon shipment or hand-over of the ordered products and the corresponding invoice.
Prices, price lists

Our prices apply ex works plus disposal fees collected through Germany’s dual system for the recycling of packaging as set out in the list below. Prices are charged at the price applicable at the time an order is placed. Statutory VAT is not included in the price quoted and will be charged separately.
Every delivery is subject to a EUR 9.90 shipping fee.
We charge a flat service fee of EUR 13.80 for use of the masterService®. Würth may charge higher service fees for special orders (e.g., bulky goods, express orders, general cargo).
Deliveries requested in the course of the next business day are subject to a flat express fee of EUR 8.90 (net) plus shipping costs for standard shipments, while deliveries by forwarding agent are subject to an express fee of EUR 25.00 (net) plus shipping costs.
If the agreed delivery period is longer than one month from the conclusion of the contract, we may charge the list prices valid on the day of delivery.
The prices per packing unit are rounded to full cents (third decimal place greater than 4 is rounded up or otherwise rounded down) and multiplied by the order quantity on all invoices.
Payments

Invoices are payable without discounts 20 days after the invoice has been issued.
In the event Adolf Würth GmbH & Co. KG is authorized to collect outstanding payments of the Customer by SEPA direct debit mandate, the Customer hereby agrees to Adolf Würth GmbH & Co. KG notifying the Customer of the planned SEPA debit (pre-notification) no later than three (3) calendar days before the Customer’s account is debited (due date).
The Customer shall be deemed to have defaulted on the agreed payment (within the meaning of Section 286 BGB), either upon receipt of the first reminder or 30 days after receipt of a payable invoice in accordance with Section 286 (3) BGB. In the event the Customer has defaulted on their payment, we may charge late payment interest in accordance with Section 288 BGB, subject to any additional claims for losses caused by the Customer’s default.
The offsetting of any claims that have not been accepted and have not been established in a final and unappealable judgment is hereby excluded. The same applies to any rights of retention exercised on the basis of such counterclaims unless these claims arise under the same contractual relationship.
Deliveries

Our delivery obligations are subject to complete and correct upstream deliveries by our suppliers unless we are responsible for the non-delivery or delay in question.
Custom-made items may be supplied in reasonable short or excess quantities of up to 10 % and will be invoiced accordingly.
With regard to the dimensions specified for our delivered items, we reserve the right to supply our items within the commercially accepted tolerances, unless precise dimensions have been expressly agreed with the Customer.
We reserve the right to make reasonable partial deliveries.
In the event the Customer is responsible for delays in the delivery of ordered items, the risk shall pass to the Customer when the Customer notifies Würth that it is ready to have the items shipped.
The reliable shipping of the ordered items is ensured by the carrier commissioned by us. The parties agree that the Customer is responsible for proving the non-receipt of a delivery in the event of a dispute.
In the event any items are taken back as a gesture of goodwill, we may charge a restocking fee amounting to 15 % of the value of the items returned, but no less than EUR 15.00 and no more than EUR 250.00.
Delivery deadlines
Agreed delivery periods shall be extended by an adequate grace period in the event of unforeseen circumstances beyond our reasonable control, including, but not limited to, strikes, lockouts, business interruptions, delays in the delivery of raw materials, regardless of whether these circumstances occur at our facilities or at our suppliers' facilities. We do not accept any liability for such circumstances even if we have already defaulted on the delivery. Should such circumstances occur, both parties may rescind this agreement.
Retention of title

The items delivered by us shall remain our property until all our current claims against the Customer, and any future claims related to the delivered items, have been satisfied.
The Customer may resell the delivered items owned by us (items subject to retention of title) in the ordinary course of business. However, the Customer hereby assigns all claims arising out of the resale of these items to us, regardless of whether the goods subject to retention of title have been resold before or after being processed further or whether they have been combined with movable or immovable property. If the items subject to retention of title are resold by the Customer after being processed or together with other items that are not the property of Würth, or if they are combined with movable or immovable property, the Customer’s claims against their customers shall be deemed assigned to us in the amount of the delivery price agreed for the items subject to retention of title between the Customer and Würth.
The Customer may continue to collect these claims even they have been assigned to Würth. Notwithstanding the above provisions, we reserve the right to collect such claims directly. However, we shall not collect such claims against third parties as long as the Customer continues to make the agreed payments within the agreed terms. Should the Customer continue to collect these assigned claims, we are entitled to the proceeds collected by the Customer in the amount of the agreed delivery price for the items subject to retention of title.
Items subject to retention of title are processed or converted on our behalf, and Würth shall be considered the manufacturer of these items in accordance with section 950 BGB without being subject to any manufacturer’s obligations. If the items subject to retention of title are processed together with other items, we acquire joint ownership of the new item in proportion to the market value of our items in relation to the value of the other processed items at the time of processing. The Customer shall store the new items for us free of charge with the usual care and diligence.
Upon request, we shall release any securities assigned to us to the extent their realizable value exceeds the value of the secured claims by more than 20 %.
In case we accept a bill of exchange as payment, we shall retain title to the items delivered until no more claims can be made against us under this bill of exchange.
Export controls and customs

The recipient/contracting partner of Adolf Würth GmbH & Co. KG warrants that it will not sell, export or re-export delivered goods directly or indirectly to the Russian Federation or for use in the Russian Federation, insofar as they are subject to the provisions of Article 12g of Regulation (EU) No 833/2014.
The recipient/contracting party shall make every effort to ensure that the provisions of paragraph (1) are not circumvented by third parties further down the supply chain, including, but not limited to, any potential resellers.
The recipient/contracting party shall establish and maintain an appropriate monitoring mechanism to prevent circumvention of the provisions cited in paragraph (1) by third parties further down the supply chain or any potential resellers.
Any breach of the provisions set out in paragraphs (1), (2) and (3) above shall constitute a material breach of contract, entitling Adolf Würth GmbH & Co. KG to terminate the supply relationship with immediate effect and cancel any pending orders without delay. In addition, the recipient/contracting partner shall indemnify Adolf Würth GmbH & Co. KG against any costs, claims of third parties and other disadvantages (e.g., fines) resulting from a breach of the above paragraphs (1), (2) or (3). However, this provision shall only apply if the recipient/contracting partner is responsible for such a breach of contract. Adolf Würth GmbH & Co. KG may further impose a contractual penalty amounting to 5 % of the selling price of the items sold in breach of these provisions on the recipient/contracting partner. The above provisions shall apply without prejudice to Würth's rights to claim additional damages.
The recipient/contracting partner shall inform Adolf Würth GmbH & Co. KG of any breaches of the provisions set out in paragraphs (1), (2) or (3). On request, the recipient/contracting party shall provide all information on its compliance with the obligations set out in paragraphs (1), (2) and (3) within two weeks. Adolf Würth GmbH & Co. KG shall inform the competent authorities of any breaches of the provisions set out paragraphs (1), (2) and (3) above.
Complaints
Obvious defects shall be announced in writing and specified in detail within 10 days after receipt of the items.
Warranty
Despite statutory restriction and shortening options, we grant the Customer unlimited statutory warranty rights.
Exclusion of claims for damages
In the event of damage resulting from our failure to provide sufficient suggestions or advice prior to or after conclusion of the contract, or from a breach of other secondary contractual obligations, including, but not limited to, instructions on the operation and maintenance of the delivered item, which has not been incurred on the delivered item itself, we only accept liability for
intent
gross negligence on the part of our management bodies or executives,
culpable injury to life, body, or health,
defects that we fraudulently concealed or whose absence we have guaranteed,
defects in the delivered item, but only to the extent we are liable for personal injury or property damage to privately used items under the German Product Liability Act.
In the event of a culpable breach of material contractual obligations, we shall also be liable for gross negligence of non-executive employees, and for slight negligence; in the latter case our liability shall be limited to the reasonably foreseeable damage customary for this type of contract. Any further damage claims are excluded.
Würth shall be liable for damage resulting from the delayed delivery of express orders (“delivery in the course of the next working day”) up to a maximum amount of EUR 250 per order. Any claims for additional damages caused by default are hereby excluded.
We will accept no liability if the Customer grants private end consumers access to our products, which are intended for professional use only.

	

Masterservice
Power tools are disassembled to assess any damage. Any repairs made under a statutory warranty claim are free of charge. Wear and wrong usage do not constitute a statutory warranty claim.

In the absence of a warranty claim, we determine the needed repairs and the repair costs involved. If the Customer has not requested a quote in advance and the repair costs are below the applicable tool-specific cost limit, we will carry out the repair immediately at the Customer’s expense; the Customer will only be charged for the actual costs incurred; the applicable tool-specific cost limits for repairs, as in effect at any given time, are published at www.wuerth.de/masterservice;
- If the repair costs exceed the cost limit for repairs, but are less than the fair value of the power tool (=80 % of the price of a new power tool), we will repair the power tool, charge the Customer the cost limit for repairs and bear any remaining excess costs;
- If the damage is considered a total loss (=repair costs exceed 80 % of the price of a new power tool), the Customer will receive a quote for a new power tool.
When a quote is prepared, it is sent to the Customer by fax and/or email. If we do not receive a reply within one week, we will remind the Customer again by fax and/or email. Two weeks after preparation of a quote and without reply, the Customer will be granted a one-week grace period by fax and/or email. Should this deadline expire, the power tool will be returned to the Customer unrepaired for a flat processing fee of EUR 28.00. We may charge additional service fees (flat fees or fees based on time and materials) for special orders (e.g., fall protection & chain inspections, bulky goods).
In the event the Customer has requested a quote, the above provisions on repair cost limits shall not apply. This also applies if the Customer sends a power tool in again for repair without requesting a quote.
In the event the Customer requests the power tool back unrepaired, we are obliged to return the power tool in a disassembled condition in accordance with statutory requirements. In this case, we will charge a processing fee of EUR 28.00. Should the Customer reassemble the power tool, the Customer will use the unrepaired tool at their own risk. We will not accept any liability for damage in this event. We may charge additional service fees (flat fees or fees based on time and materials) for special orders (e.g., fall protection & chain inspections, bulky goods).
Würth offers express repairs for an additional fee. Subject to any obstacles preventing a pick-up by Würth’s service provider, pick-up orders placed before 11:00 am on a working day (Monday through Friday, not on legal holidays at the place of pick-up and in Baden-Württemberg), the tool will be picked up on the same day. Subject to any delivery obstacles, tools will be delivered to MASTERSERVICE on the following working day.
Subject to the availability of spare parts and business interruptions due to force majeure events or other environmental influences, a tool is usually repaired on the same day it is delivered to MASTERSERVICE. For express repairs, the repaired power tool is returned via S24 service.
Würth will only carry out express repairs if a cost limit for repairs is available for the power tool in question and was accepted when registering the power tool for repairs. Cost estimates cannot be requested for express repairs. Furthermore, Würth cannot guarantee express repairs when the Customer has supplied wrong data (e.g., material numbers). Repairs are carried out within the cost limit for repairs, provided it is economically viable to repair the tool (= 80 % of the price of a new power tool). Otherwise, Würth will provide a quote for a new power tool. Express fees will be charged regardless.
An express fee of EUR 30.00 (for express repairs) or the applicable service fee is charged in addition to the repair costs. Express fees are also charged for warranty, MASTERPLUS or ORSYfleet repairs.
All chargeable repair orders are subject to a service and handling fee of EUR 15.90. We may charge additional service fees (flat fees or fees based on time and materials) for special orders (e.g., fall protection & chain inspections, bulky goods, express orders). For fall protection & chain inspections, the Customer will be charged for the inspection even if the device does not pass the inspection.
The warranty period for any repaired/replaced spare parts is 12 months, but not shorter than the original contractual warranty period. In addition, we repair a power tool free of charge if a defect is detected within 6 months from the date of repair (including any other or additional defects). Any damage caused by wear or wrong use of the power tool is excluded. Follow-up repairs, resulting from the Customer ordering only partial repairs beforehand, are excluded as well.

Subscription service

Subscriptions are continuous and regular deliveries at fixed intervals to be determined by the Customer. The creation of a subscription constitutes an offer on the part of the Customer which is accepted by us via an email order confirmation on the day chosen for the execution of the subscription. The execution of the subscription results in the placement of an order and the picking and shipping of the order to the address entered using our standard shipping method.
The Customer can create, change, deactivate or delete subscriptions free of charge in the Würth Online Shop at any time. Changes include, but are not limited to, changes of the delivery interval or delivery address. It is not possible to delete, change or deactivate subscriptions on the day they are executed. A subscription can be created for several different items, but only one delivery interval and delivery address can be defined per subscription. Each subscription has to be deleted separately. Subscriptions can also be terminated by mail. By deleting a user account in the Würth Online Shop, all subscriptions created by the user are deleted permanently.
We reserve the right to cancel subscriptions with 30 days’ notice. The right to termination for cause remains unaffected.
We prepare an invoice for every delivery based on the terms agreed with the Customer. We reserve the right to change prices by giving at least two weeks’ notice of any price adjustments before they take effect, provided no fixed prices have been agreed with the Customer.

Würth.ONE

Notwithstanding these terms of sale, delivery and payment, the following special terms shall apply when using Würth.ONE:
- Within the Würth Online Shop (https://www.wuerth.de/), the Customer can choose to access external third-party shops / third-party suppliers, and/or third-party product ranges via an OCI interface in the search bar, where products can be placed in the respective shopping carts, and then be transferred to the WÜRTH.ONE shopping cart. Adolf Würth GmbH & Co. KG does not accept any liability for the correctness of the product information and data provided by these third parties nor for the correct transmission of any data from a third-party shop.
- When purchasing items from Würth.ONE product ranges, the Customer cannot book any additional shipping services such as express delivery. The items will be delivered by standard shipping directly from the third-party suppliers. The Customer will be informed about the receipt of the order and receive a delivery confirmation where necessary. Depending on the third-party supplier, the Customer may not be able to track their orders of certain Würth.ONE ranges.
- The Customer agrees that, when using Würth.ONE, their customer data may be transmitted from the Würth Online Shop (https://www.wuerth.de/) to a third-party shop/supplier in compliance with all applicable data protection laws and regulations. In addition, the data protection policy at www.wuerth.de/datenschutz shall apply.
- In the event the Customer has purchased a defective item through Würth.ONE, Adolf Würth GmbH & Co. KG may leave the defective item with the Customer up to a maximum net value of EUR 35.00 per order in exchange for a credit note in the corresponding amount. In this case, the Customer warrants that it will destroy the defective items received through the respective order and/or arrange for their proper disposal. The Customer shall provide Adolf Würth GmbH & Co. KG with adequate evidence of the items’ destruction or disposal upon request.
- Items purchased through Würth.ONE are excluded from our goodwill returns policy.

		Software

Purchasers are granted non-exclusive, non-transferable rights of use for any programs and their accompanying documents and subsequent modifications for internal use with the products for which said programs have been supplied. Würth reserves all other rights relating to the programs and documentation, including any copies and subsequent modifications. The Customer shall ensure that no third party shall gain access to these programs and documents without prior permission from us. Copies may be produced solely for archiving purposes, as replacements or for troubleshooting. The provision of source programs requires a separate, written agreement. If the originals bear a copyright notice, the Customer must also apply this copyright notice to any copies. Unless otherwise agreed, the license is considered granted upon delivery of an order and any programs, documentations, and subsequent supplements. Modifications to the programs are prohibited. We accept no liability for damage resulting from the use of programs that have been modified by the Customer or a third party.
The Customer is hereby advised that, based on the program’s current technical development status, faults and errors in the software program cannot be wholly excluded. The Customer undertakes to examine software immediately after delivery and to inform us in writing of any errors or faults. We warrant that the software's functionality essentially complies with the description in the documentation and/or the statements in the order confirmation. Over and above this warranty, we guarantee neither specific software properties nor its suitability for the Customer’s purposes or needs. We shall not be liable for the replacement of data unless the destruction of such data was caused by gross negligence or willful misconduct on the part of our company and the Customer has made sure that this data can be reconstructed with reasonable effort from the data material recorded in machine-readable form.
Insofar as exclusions of liability in accordance with the above sections may only be legally agreed among registered businesspeople within the meaning of the German Commercial Code (HBG), we exclude any liability which may arise out of transactions with non-businesspeople to the maximum extent permitted by law.
Guaranteed properties
All information, drawings, illustrations, samples, brochures, technical specifications and catalogs together with other technical data and recommendations for use specified in brochures, catalogs, advertisements and price lists or contained in documents pertaining to a quote are provided without engagement and do not exempt the Customer from their obligation to examine all items for their suitability for the intended purposes, procedures and areas of use. They shall not constitute an integral part of a contract until and to the extent they are expressly confirmed by us. Guaranteed properties must have been expressly designated as such in the order confirmation. The Customer is solely responsible for the application, use and processing of any purchased items. We reserve all property rights and copyrights in the illustrations, drawings, and other documents. They may be used only for the purpose specified in the contract and may not be made available to third parties.
Data protection
Adolf Würth GmbH & Co. KG is a member of a credit protection association for trade credits in the construction, metalworking, chemicals and fastening sectors. Adolf Würth GmbH & Co. KG may store and/or transfer the following personal data of the Customer to this credit protection association: address, applications for a court order or lawsuits against the Customer if claims are undisputed (including date application or lawsuit is filed with the court), applications for bankruptcy (including date of application), court decisions on insolvency applications (incl. date), the enforcement of prior claims (date of application, type of enforcement), any arrest warrants issued during the enforcement of a court order (incl. date), scheduled dates for submission of an affidavit or date of existing affidavit (incl. date), number of days behind agreed payment target, existence of arrest warrants for property crimes. This data is only disclosed to the credit protection association in individual cases after prior examination and only insofar as disclosure is necessary to safeguard our legitimate interests, the legitimate interests of a contracting partner of the credit protection association or the general public. The credit protection association for trade credits stores this data and shares it only with other association members after prior verification of these members’ legitimate interests. The sole purpose is to protect the member companies of this association against the insolvency of debtors in the event a seller provides goods or services in advance. Only the objective data listed above is disclosed to the credit protection association in each individual case, without any subjective value judgments, and then disclosed to other members. The Customer may obtain information on any Customer-related data stored at the credit protection association. The address of the credit protection association and a list of the companies affiliated with it can provided by Würth’s service center upon request.
Place of performance, place of jurisdiction, applicable law

The place of performance is Künzelsau.
The place of jurisdiction for any disputes arising out of the legal relationship between the parties is Künzelsau. However, we reserve the right to file claims against the Customer at the Customer’s registered office.
This agreement is subject to German law; In addition, the UN CISG shall apply in exceptional cases.

	

State: June 2024