General Terms and Conditions (GTC)

These General Terms and Conditions (GTC) apply to all contracts, deliveries and services of Hartmetall und Werkzeugsysteme Wilke GmbH & Co. KG (hereinafter referred to as “Seller”) in business transactions with entrepreneurs (Section 14 German Civil Code – BGB). Deviating or supplementary terms and conditions of the Buyer shall only apply if expressly accepted by the Seller in writing. Individual contractual agreements between the parties shall take precedence over these GTC.

1. Conclusion of Contract
   Information contained in catalogues, price lists, brochures, websites or other marketing materials does not constitute a binding offer. Only the Buyer's order or a written quotation from the Seller shall constitute a binding offer. The contract is concluded when the Seller confirms the order in writing or delivers the goods.
2. Prices and Payment Terms
   Unless otherwise agreed, all prices are quoted EXW (Ex Works) Bad Neuenahr-Ahrweiler in accordance with Incoterms 2020, excluding packaging, shipping, insurance and VAT. Other Incoterms (e.g. CIF, FOB, DAP etc.) may be individually agreed and must be documented in writing. Invoices are payable immediately and without deduction. For orders with advance payment, delivery is made only after full payment is received. In case of default in payment, the Seller may charge interest according to Section 288 (2) BGB.
3. Delivery Periods and Conditions
   Delivery times are only binding if confirmed in writing. The delivery period does not begin until all technical and commercial details have been clarified and any agreed prepayments and documents have been received in full. The Seller reserves the right to raise the defence of non-performance.
4. Force Majeure and Delivery Obstacles
   In the event of force majeure or unforeseen circumstances not attributable to the Seller (e.g. natural disasters, pandemics, political sanctions, strikes, regulatory actions, shortages of raw materials or energy, or transport delays), the delivery period shall be extended by the duration of the disruption plus a reasonable start-up period. If delivery becomes permanently impossible or unreasonable due to such events, the Seller is entitled to withdraw from the contract. Claims for damages in such cases are excluded.
5. Reservation of Self-Delivery
   The Seller's obligation to deliver is subject to correct and timely self-supply. If the Seller is not supplied without fault, it is entitled to withdraw from the contract. The Buyer will be informed immediately, and any payments already made will be refunded.
6. Export and Regulatory Restrictions
   Fulfilment of the contract is subject to the absence of any legal or governmental restrictions, in particular export bans, embargoes, licensing requirements or other public law restrictions. If such obstacles exist or arise, the Seller is released from its delivery obligation. No liability is assumed for delays or impossibility due to such circumstances.
7. Buyer’s Duty to Cooperate
   The Buyer agrees to support the Seller, within reasonable limits, in any administrative procedures, approval processes or checks, particularly where legally required under export control or other regulations.
8. Partial and Early Deliveries
   The Seller is entitled to make partial and early deliveries if such deliveries are reasonable and usable for the Buyer.
9. Transfer of Risk
   The risk of accidental loss or deterioration of the goods shall pass to the Buyer upon handover to the carrier or freight forwarder, or upon collection by the Buyer, whichever occurs first. This also applies in the case of carriage-paid delivery or when shipment is arranged by the Seller.
10. Retention of Title
    The delivered goods remain the property of the Seller until all claims arising from the business relationship have been settled. Processing or transformation is carried out on behalf of the Seller. In the event of mixing or combination with third-party items, the Seller acquires co-ownership according to the value ratio. The Buyer assigns to the Seller any resulting claims from resale or installation of the goods as security.
11. Warranty and Inspection Duties
    Warranty claims shall be governed by statutory provisions. The Buyer must inspect the goods immediately upon receipt and report any defects without delay, in accordance with Section 377 of the German Commercial Code (HGB). If notification is not given in time, warranty rights are excluded. The limitation period for warranty claims is 12 months from transfer of risk.
12. Liability
    The Seller is fully liable for damages resulting from intent or gross negligence, as well as for injury to life, body or health. In the case of simple negligence, liability is limited to the breach of essential contractual obligations and foreseeable damages typical for the contract. Any further liability, including liability for consequential damages, is excluded. The same applies to the liability of employees, agents or vicarious agents.
13. Data Protection
    The Seller processes personal data in compliance with applicable data protection laws, particularly the GDPR. Details are available in the data privacy policy at:
    https://www.hartmetall-wilke.de/en/privacy-policy/
14. Jurisdiction and Applicable Law
    The place of jurisdiction for all disputes arising from the contractual relationship is, if the Buyer is a merchant, Bad Neuenahr-Ahrweiler. German law applies. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply.
15. Final Provisions
    Should any provision of these GTC be or become invalid, the validity of the remaining provisions shall remain unaffected. Amendments and supplements must be made in writing.