Terms and Conditions

General conditions of sale

I. Validity of the terms and conditions

These General Terms and Conditions apply exclusively to our business relationships with entrepreneurs and legal entities under public law. They also apply to all future business relationships, even if they are not expressly agreed again.
By placing an order, the buyer accepts these General Terms and Conditions as solely binding, waiving any right of revocation at a later date.
These General Terms and Conditions shall be deemed accepted upon receipt of our deliveries and services at the latest.
Any references by the buyer to their terms and conditions are hereby rejected. They do not bind us, even if we do not expressly object to them in individual cases.
Any deviating terms and conditions of the buyer shall only apply if they are expressly confirmed by us in writing.

II. Offers, orders, self-supply, prices, deviations

Our offers are always subject to change until the order is confirmed and do not include VAT.
Declarations of acceptance and all orders require our written or telephone confirmation to be legally effective.
Orders for which no fixed prices have been expressly agreed shall be invoiced at our planned prices valid on the day of delivery plus VAT.
We can accept orders from the buyer within a period of up to 1 week.
We conclude our contracts with the buyer exclusively subject to the correct and timely delivery by our suppliers. However, this only applies if and to the extent that the non-delivery is not our responsibility, particularly if a congruent hedging transaction has been concluded with our supplier. We will inform the buyer immediately of the unavailability of the service. Any consideration already paid by the buyer will be refunded by us immediately.
If costs for the goods increase after the contract has been concluded (for example, due to rising energy procurement, raw material, or transport costs), we have the right to request negotiations on a price adjustment to reflect the increased costs. If the costs for the goods decrease after the contract has been concluded (for example, due to falling energy procurement, raw material, or transport costs), the buyer has the right to request negotiations on a price adjustment to reflect the reduced costs. The request for negotiations must be notified to the other party in writing, providing evidence of the cost factors responsible for the increase or decrease in costs. The other party will not unreasonably refuse to negotiate a price adjustment. If the parties do not reach an agreement on a price adjustment within four weeks of receipt of the written request for negotiations, the following shall apply: The party requesting negotiations on a price adjustment has the right to set new prices. The determination must be made at the buyer's reasonable discretion (particularly based on the value of the service to be remunerated). The other party may have the fairness of the new prices reviewed by a court.
For the product to be delivered and for each raw material used by us, customary deviations in quality and colour are permissible.

III. Packaging, shipping and transport

Unless otherwise agreed, delivery shall be made at the buyer's expense (ex works, Incoterms 2020) either in disposable packaging, which becomes the buyer's property, or in loaned packaging (V2A tanks, IBCs, containers, boxes, pallets, etc.). Loaned packaging must be returned to us immediately after emptying, freight paid, in perfect condition, or, depending on the agreement, made available for collection. Further details can be found in our current price list or in the terms and conditions of the respective transport company.
In the event of damage or destruction of individual rental packaging, the buyer shall bear a corresponding share or the full replacement costs.
Unless otherwise agreed, our deliveries are made ex works or ex warehouse (Incoterms 2020).
Unless the buyer has expressly specified a specific shipping method, the choice of shipping method remains with us. Shipping and transport are at the buyer's risk.
In the event of any transport damage or shortages being discovered, the buyer is obliged to notify us immediately in writing and to provide us with appropriate certificates from the freight forwarder proving the transport damage or shortages.

IV. Contract business

Contract quantities and contract term are binding for us and the buyer.
Unless otherwise agreed in writing, by fax or email, calls from the quantity contract are generally to be made pro rata temporis (on a monthly basis), i.e. for example, if the contract term is twelve months, one twelfth of the contract quantity is to be called per calendar month, whereby the minimum quantities per call specified in the contract must be observed.
Requests should generally be made in writing, by fax or email.
Unless different lead times for the provision of the goods have been agreed in writing, a minimum lead time of 30-50 (thirty-fifty) working days between receipt of the call-off order and provision of the goods shall be deemed agreed; if delivery conditions deviate from III Clause 3, the minimum lead time shall be extended accordingly, depending on the selected means of transport and the usual transport time to the place of performance.
We may refuse to execute individual orders if and as long as the buyer is in default of payment to us or an affiliated company of wet-green GmbH.
At the end of the contract term, we are released from our obligation to perform even if the buyer has not called off the contract quantity, has not called off the contract quantity in full, and/or has not done so on time. Continued deliveries after the contract expiration are always subject to change and are not considered a tacit extension of the contract term. This does not affect our right to request the buyer, upon expiration of the contract, to accept any contract quantities not called off or not called off in full, within a reasonable period of time. If the buyer does not call off the remaining quantity under the contract within the grace period, we may, in addition to our right to performance, also demand compensation for non-performance.
We are obligated to ensure the timely production or procurement and provision of the goods and, in this respect, bear the procurement risk. However, our liability is limited to intent and negligence and is therefore excluded if the non-fulfillment or late fulfillment is based on reasons that are not related to the nature of the obligation as a generic obligation or that are not attributable to our area of business. In addition to cases of force majeure, this also applies if, as a result of unforeseeable or beyond our control, impediments to performance arise that make procurement unreasonably difficult for us, e.g., in the event of a blockade or lockout of a production and/or processing site.
If a legal norm comes into force after the conclusion of the contract and this leads to an increase in import duties with effect for the agreed delivery period or part of that period, and our verifiable expenses increase as a result, the purchase price will be adjusted accordingly by this increase. Import duties within the meaning of this provision include customs duties, levies, and excise taxes.

V. Complaints and warranties

The buyer is obligated to inspect the delivered goods immediately for obvious defects, in particular for obvious shortages or damage, and to notify us of any such defects in writing without delay, but no later than 10 (ten) working days after receipt of the goods. Timely dispatch of the notification of defects is sufficient to meet the deadline.
In the case of non-obvious (hidden) defects, the buyer is obligated to notify us in writing of these after their discovery, but no later than within the limitation period pursuant to Section VII. The buyer bears the burden of proof for all requirements, in particular the existence of the defect, the time of discovery of the defect, and the timeliness of the notification of defects.
If the buyer fails to notify the above-mentioned complaints, our liability for defects is excluded. Samples of the defective goods must be enclosed with the notification of defects.
If the goods are defective, we reserve the right, at our discretion, to remedy the defect initially by subsequent delivery or repair (subsequent performance). In the event of subsequent performance, we are obligated to bear all expenses necessary for this purpose, in particular transport, travel, labor, and material costs, provided that these do not increase as a result of the purchased item being transported to a location other than the destination.
If subsequent performance fails, is impossible, is seriously and definitively refused by us, or is unreasonable for the buyer, or if a deadline set by the buyer for subsequent performance has expired without success or is dispensable according to statutory provisions, the buyer is entitled, at his discretion, to reduce the purchase price (reduction) or demand cancellation of the contract (withdrawal). Upon declaration of withdrawal or demand of reduction, the buyer's right to delivery of a defect-free item shall lapse. Claims by the buyer for damages or reimbursement of wasted expenditure shall only be granted within the scope of the following VI.; otherwise, they are excluded.
The buyer cannot derive any rights from defects that do not or only insignificantly impair the value or suitability of the goods for the use that we can foresee.
The best-before dates we provide are not expiration dates.
Only if the buyer provides detailed written details of the processing and use in advance and guarantees compliance can we confirm the quality and thus the suitability of our products for the intended purpose. Such confirmation shall only be deemed a guarantee and assumption of liability if we expressly declare this in writing.
To the extent that we issue mandatory usage and storage instructions, any detrimental deviations from these instructions shall be the responsibility of the buyer.

VI. liability

With the exception of the circumstances regulated in Section 2 below, our liability for damages or reimbursement of wasted expenses beyond the liability for defects pursuant to Section V above is excluded in the event of breaches of duty, regardless of the legal nature of the asserted claim. This also applies if and to the extent that breaches of duty have occurred on the part of our legal representatives or vicarious agents.
The exclusion of liability in Section 1 above does not apply to claims by the buyer based on the Product Liability Act, in the event of injury to life, limb, or health attributable to us, in the event of grossly negligent or intentional breaches of duty, or in the event of a breach of a guarantee or material contractual obligation, i.e., an obligation the breach of which would jeopardize the purpose of the contract and on whose fulfillment the buyer may therefore legitimately rely, or in the event of fraudulent intent. In these cases, we are liable in accordance with statutory provisions. In the event of a breach of a material contractual obligation due to simple negligence, however, our liability is limited to compensation for typical, foreseeable damages.
The above provisions do not involve a change in the burden of proof to the detriment of the buyer.

VII. Limitation period

Unless otherwise provided below, the Buyer's claims and rights – regardless of the legal basis – shall expire nine (9) months from delivery of the goods. If the goods have not been delivered, the limitation period begins at the end of the year in which the claim arose. Shorter statutory limitation periods take precedence.
If the “Best Before” date specified for the goods is shorter than the limitation period specified in VII Clause 1, claims for defects shall expire upon expiry of the “Best Before” date.
Notwithstanding clauses 1 and 2, the statutory limitation period shall apply in the following cases:
- Claims for defects if we have fraudulently concealed the defect or have given a guarantee for the quality,
- Buyer’s recourse claims within a supply chain,
- Claims for damages or claims for reimbursement of wasted expenses resulting from injury to life, body or health,
- other claims for damages or claims for reimbursement of wasted expenses due to intentional or grossly negligent breach of duty,
- Claims under the Product Liability Act,
- Claims for damages or claims for reimbursement of wasted expenses resulting from the breach of other essential contractual obligations.

VIII. Delivery and performance time, force majeure

Delivery dates and deadlines, which can be agreed upon either bindingly or non-bindingly, must be stated in writing, by fax or email.
We are entitled to make partial deliveries and/or partial services.
We are not responsible for delays in delivery and performance, or for the impossibility of delivery due to force majeure or other events that were not foreseeable at the time the contract was concluded. Events of force majeure entitle us to postpone delivery for the duration of the disruption and a reasonable start-up time, or to withdraw from the contract in whole or in part due to the part not yet fulfilled. Force majeure includes, for example, strikes, lockouts, mobilization, war, blockades, batch failures due to weather conditions or pesticide or contaminant findings, natural or transport disasters, crop failures or drought-related crop failures, fire damage, floods, unexpected pandemics or epidemics, export and import bans and other sovereign interventions, as well as operational disruptions or interruptions for which we are not responsible (in particular due to interruptions or restrictions in the energy supply) or official orders, regardless of whether they occur at our company or that of our supplier. We must notify our buyer immediately of the occurrence of a force majeure event that will impede an upcoming delivery. If the impediment lasts longer than two (2) months, the buyer may withdraw from the contract with regard to the part of the delivery not yet fulfilled after granting a reasonable grace period. Any advance payments already made will be refunded to the buyer immediately.
Call-offs and orders for individual partial deliveries must be made in such a way that we can manufacture, fill and deliver in accordance with the contract.
For contract work, it is assumed that the necessary raw materials are made available to us on time, free of charge, and in suitable quality. Failure to meet these requirements will result in us being entitled to extend the delivery period, withdraw from the contract, and/or demand compensation.

IX. retention of title

The delivered goods remain our property until all claims arising from the business relationship between us and the buyer have been paid in full. The inclusion of individual claims in a current account, as well as the balancing and its recognition, does not affect the retention of title. Payment is only deemed to have been received by us.
The buyer is entitled to resell the reserved goods in the normal course of business. However, he is not permitted to pledge or assign the reserved goods as security. The buyer is obligated to secure our rights when reselling the reserved goods on credit.
The buyer is obligated to treat the reserved goods with care and store them properly. In particular, the buyer is obligated to adequately insure them at their replacement value against fire, water, and theft damage at their own expense.
The buyer hereby assigns to us any claims arising from the resale of the reserved goods; we accept this assignment. Notwithstanding the assignment and our right of collection, the buyer is entitled to collect as long as he fulfills his obligations to us and does not become insolvent.
If the buyer refinances on a factoring basis, he hereby assigns to us the claims he is entitled to against the factor in the amount of his outstanding balance from the business relationship.
If the reserved goods are resold together with other goods, regardless of whether they have been processed, combined, mixed, or blended, the above-agreed advance assignment shall only apply to the invoiced value of the reserved goods resold together with the other goods. Upon request, the buyer must provide us with the information regarding the assigned claims necessary for collection and disclose the assignment to the debtors.
The buyer shall carry out any processing or working of the reserved goods for us without this creating any obligations for us. If the reserved goods are processed, combined, mixed, or blended with other goods not belonging to us, we shall be entitled to the resulting co-ownership share in the new item in proportion to the invoice value of the reserved goods to the other processed goods at the time of processing, combining, mixing, or blending. If the buyer acquires sole ownership of the new item, the contracting parties agree that the buyer shall grant us co-ownership of the new item in proportion to the invoice value of the processed, combined, mixed, or blended reserved goods and shall store them for us free of charge.
The buyer must notify us immediately of any enforcement measures taken by third parties against the reserved goods or the claims assigned in advance, and provide us with the documents necessary for intervention. Any costs of such interventions shall be borne by the buyer.
In the event of breach of contract by the buyer, in particular in the event of default in payment, we are entitled to withdraw from the contract and demand the return of the reserved goods.
We undertake to release the securities to which we are entitled under the above provisions at our discretion upon request of the buyer to the extent that their value exceeds the claims to be secured by 20% or more.

X. Terms of payment, default, right of retention

Unless otherwise agreed, the buyer is obligated to pay our invoices without deduction within fourteen (14) days of receipt of the invoice and delivery. If the buyer fails to pay on time, we are entitled to charge default interest at the rate charged by the bank for our overdrafts, but at least 8% above the applicable base interest rate.
Despite any contrary provisions of the buyer, we are entitled to initially credit payments against the buyer's older debts. If costs and interest have already been incurred, we are entitled to credit these payments first against the costs, then against the interest, and finally against the principal payment.
A payment is only deemed to have been made when we have access to the amount. In the case of checks, payment is only deemed to have been made when the check is cashed. In the case of agreed direct debit, payment is only deemed to have been made when we have irrevocable access to the amount. The submission of bills of exchange requires our approval. Their acceptance is only on account of payment and subject to their eligibility for discounting.
If the buyer fails to meet his payment obligations, in particular if he does not cash a check, revokes a payment made by the agreed direct debit procedure or ceases to make payments, or if we become aware of other circumstances that call into question the buyer's creditworthiness, we are entitled to demand payment of the entire remaining debt, even if we have accepted checks.
The buyer shall not be entitled to any right of retention arising from previous or other transactions or business relationships.
Set-off against counterclaims is only permissible if these are undisputed by us and are due for payment or have been legally established.

XI. Place of performance, applicable law, place of jurisdiction

The place of performance for all obligations arising from the contractual relationship is Reutlingen.
The contractual relationship is subject to the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
The sole place of jurisdiction for all legal disputes arising from this contractual relationship, as well as its formation and validity, is Reutlingen. However, we are also entitled to bring legal action at the buyer's registered office.

XII. privacy

Within the scope of the admissibility under applicable legal regulations, in particular the Data Protection Act and the General Data Protection Regulation, we store, use, and process data and information that we receive and that we acquire during the course of our collaboration. The buyer hereby consents to and approves the transfer of such data and information within wet-green GmbH. Upon the legitimate request of the data subject, this data and information will be deleted immediately.

Reutlingen, 11/2022

General Conditions of Purchase

I. General, scope

These General Terms and Conditions of Purchase apply exclusively to our business relationships with entrepreneurs, legal entities under public law, and special funds under public law. They do not apply to our business relationships with consumers, i.e., natural persons who enter into a legal transaction for a purpose that cannot be attributed to their commercial or independent professional activity. They also apply to future business relationships with our suppliers, even if they are not expressly agreed again.
By placing an order, the supplier accepts these General Terms and Conditions of Purchase as solely binding, waiving any subsequent revocation.
However, these General Terms and Conditions of Purchase shall be deemed accepted at the latest upon our acceptance of the deliveries and services from the supplier.
Any references by the supplier to its own terms and conditions, in particular its own General Terms and Conditions of Delivery, are hereby expressly rejected. They do not bind us even if we no longer expressly object to them in individual cases.
Deviating terms and conditions of the supplier or agreements shall only apply if they have been expressly confirmed by us in writing.
References to the validity of statutory provisions are for clarification purposes only. Therefore, even without such clarification, the statutory provisions apply unless they are directly modified by these General Terms and Conditions of Purchase.

II. Order, order confirmation, items to be manufactured

All orders, as well as changes and additions to previously placed orders, must be confirmed immediately in writing. The supplier is obligated to accept our order within 10 days of receipt; otherwise, we are no longer bound by this order. If the supplier's order acceptance and/or order confirmation deviate from our order, the supplier must expressly inform us of this. In this case, a contract is only concluded with our written consent.
If and to the extent that the supplier undertakes to manufacture and deliver movable items, these must be transferred to us – regardless of their legal ownership status. These items may be serial production by the supplier or custom-made items (non-fungible items) for us. Therefore, unless otherwise stated in the following provisions, the contractual relationship between the supplier and us shall be governed by sales contract law (§§ 651 et seq. BGB) – if applicable, in accordance with § 433 BGB.

III. Prices, payment terms

The price stated in the order is binding. Unless otherwise agreed in writing, the price includes delivery "free house" to the shipping address specified by us on the order, as well as packaging. The statutory value-added tax (VAT) must be stated separately.
We can only process invoices if they state the order number shown in our order, as specified in the order; the supplier is responsible for any consequences resulting from failure to comply with this obligation.
Unless otherwise agreed in writing, we will pay the purchase price within 14 days of delivery and receipt of the invoice with a 3% discount or net within 30 days of receipt of the invoice.
However, we will not be in default of payment without a reminder from the supplier.

IV. Assignment, offsetting, retention

Without our express written consent, the contract concluded with us, as well as the supplier's counterclaims arising from this contract, may not be transferred, in whole or in part, to third parties. We will grant this consent upon request if counterclaims exist.
The supplier is not permitted to offset any counterclaims or to withhold payment due to any counterclaims. This does not apply if the counterclaim is undisputed or legally established. Furthermore, a right of retention must be based on the same contractual relationship.

V. Delivery time, delay in delivery

The delivery time specified in the order is binding. Delivery periods begin on the order date. If the supplier fails to provide its services within the delivery time specified in the order, it shall be in default without notice according to statutory provisions.
The supplier is obliged to inform us immediately in writing if circumstances arise or become apparent to him which indicate that the agreed delivery time cannot be met.
If the supplier defaults on delivery, we are entitled to claim flat-rate damages for delay amounting to 1% of the delivery value per completed week, but not more than 10%. We are fully entitled to assert further statutory claims and expressly reserve the right to do so. However, the supplier has the right to prove to us that we have suffered no or significantly less damage as a result of its delay in delivery.

VI. Delivery, transfer of risk, default of acceptance, documents

Unless otherwise agreed in writing, delivery shall be made "free destination" according to our instructions. This destination shall also be the place of performance (obligation to deliver).
The risk of accidental loss and accidental deterioration of the goods shall pass to us upon their handover at the place of performance. This shall be deemed to have occurred even if we are in default of acceptance. The risk shall also only pass to us upon handover or default of acceptance if the goods have been lost, deteriorated, or become unworkable due to a defect in the material supplied by us or due to instructions issued by us for execution; Section 645 (1) of the German Civil Code (BGB) shall not apply in this respect, even if the goods are non-fungible items. Our further liability for negligence remains unaffected within the meaning of Section 645 (2) of the German Civil Code (BGB).
The statutory provisions apply to default in acceptance, with the proviso that an offer from the supplier is also required if our cooperation must be preceded by a calendar-specific event (e.g. notification of a specific work status by the supplier); Section 296, sentence 2 of the German Civil Code (BGB) therefore does not apply in this respect.
The supplier is obligated to include our order number on all shipping documents and delivery notes. If the supplier fails to do so and delays in processing occur as a result, we are not liable for any such delays.

VII. Packaging

The supplier undertakes to take back transport packaging at its own expense at the respective delivery location. If the supplier fails to comply with this obligation, we are entitled to arrange for its removal and any necessary disposal at the supplier's expense.

VIII. Insurance

We insure all deliveries at our own expense from the time of transfer of risk; we therefore do not accept any amounts invoiced to us for insurance from the time of transfer of risk.

IX. Product liability

To the extent that the supplier is responsible for product damage, he is obliged to indemnify us against third-party claims for damages upon first request, provided that the cause lies within his sphere of control and organization and he is himself liable in external relations.
Within this framework, the supplier is also obligated to reimburse us for any expenses pursuant to Sections 683 and 670 of the German Civil Code (BGB) arising from or in connection with a warning and/or recall campaign conducted by us. We will inform the supplier of the content and scope of the warning and/or recall campaign to be conducted – as far as possible and reasonable – before it begins and give the supplier the opportunity to comment.
The supplier undertakes to maintain product liability insurance with a coverage amount of at least EUR 3 million per personal injury/property damage (lump sum). Any further claims for damages we may have against the supplier remain unaffected.

X. Third-party intellectual property rights

The supplier guarantees that his delivery and its foreseeable use by us do not infringe any patents or other intellectual property rights of third parties.
If a third party asserts a claim against us for such a violation of its rights, the supplier is obligated to indemnify us against these claims upon our first written request. If an indemnification statement is in place, we are not entitled to enter into any agreements with the third party, including, without the supplier's consent, to conclude a settlement.
The Supplier’s obligation to indemnify also applies to all expenses that we necessarily incur as a result of or in connection with a claim by a third party.
The above shall not apply if and to the extent that the supplier has manufactured the goods according to documents, samples, models or similar templates provided by us and did not know and should not have known that this would infringe the intellectual property rights of third parties.

XI. Retention of title, intellectual property rights, provisions

We will only recognize a retention of title until the respective invoice for the delivery in question has been settled. An extended or expanded retention of title is excluded, even without our express objection.
We reserve all ownership rights, copyrights and other intellectual property rights to goods, illustrations, drawings, calculations and other documents provided for the execution of the order.
If we provide and/or finance materials, parts, or tools to the supplier, we retain ownership of them. As such, they must be stored and kept separately and may only be used for our orders. At our request, the supplier is obligated to insure, maintain, and service the materials, parts, or tools belonging to us at their replacement value at its own expense.
Processing or mixing by the supplier is always carried out for us. If our reserved goods are processed or inseparably mixed with other items that do not belong to us, we acquire co-ownership of the new item in proportion to the value of our item to the other items at the time of processing or mixing.
If the mixing occurs in such a way that the supplier's item is to be regarded as the main item, it is agreed that the supplier transfers co-ownership to us on a pro rata basis; the supplier shall safeguard the sole ownership or co-ownership for us.

XII. Confidentiality

The supplier is obligated to maintain strict confidentiality of all data, the contractual relationship itself, as well as all received images, drawings, calculations, and other documents and information. They may only be disclosed to third parties with our express consent. This confidentiality obligation shall remain in effect after the contract has been completed. It does not apply to information that was or became publicly available, was already legally in the possession of the supplier, was developed by the supplier independently of the contract, or must be disclosed due to a binding official or judicial order or by law.

XIII. Place of performance, applicable law, place of jurisdiction

The place of performance for deliveries by the supplier is the place to which the goods are to be delivered. The place of performance for our payments is Reutlingen.
The contractual relationship is subject to the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
The sole place of jurisdiction for all legal disputes arising from the contractual relationship, as well as its formation and validity, is Reutlingen. However, we are also entitled to bring legal action at the supplier's registered office.

XIV. Miscellaneous

Reference to existing business relationships with us in advertising material is only permitted with our written permission.
The supplier consents to the storage, use, processing, and transfer of data arising from its contractual relationship with us to third parties within the scope of the admissibility of applicable legal provisions, in particular the Data Protection Act and the General Data Protection Regulation. Upon legitimate request of the data subject, the data will be deleted immediately.
Arbitration agreements may be made on a case-by-case basis.

Reutlingen, 11/2022