Terms and Conditions

GStatus February2022
 
Terms and Conditions of Sale and Delivery
Consumer clients (B2C) Page 1 – 6
Business clients (B2B) Page 8 - 14
 
 
§1 Scope of the conditions of sale
These conditions of sale and delivery apply to all offers, deliveries and services of the seller with respect to consumers, referred to in the following as the “buyer”. For ease of reading, the common masculine grammatical form shall be used in these general terms and conditions when using nouns referring to persons and personal pronouns. This does not imply any discrimination against the female sex or the sexually diverse, but should be understood in terms of linguistic simplification as gender neutral.
A written form agreed upon in these conditions will be satisfied by fax, e-mail or telegram, as well as by written correspondence on conclusion of contract.
Differing conditions, amendments to these terms of sale and delivery or oral agreements are only binding for the seller if they are confirmed by the seller in writing.
 
§ 2 Offer and conclusion of contract

1. All offers made by the seller are subject to change and non-binding.

Declarations of acceptance and all orders must be confirmed by the seller in writing in order to be legally binding. The same applies to amendments, modifications or subsidiary agreements.

2. Drawings, illustrations, dimensions, weights or other performance data are only binding

if this is agreed on in writing.

3. The seller’s employees are not authorised to make oral side agreements or give oral assurances that go beyond the content of the written contract.
4. If the seller supplies the buyer with samples, these remain the property of the seller until payment has been made in full.
5. If the seller becomes aware after the conclusion of the contract of facts which, in the reasonable estimation of a businessman exercising due diligence can lead to the inference that there is a significant deterioration of the assets (especially delay of payment compared with earlier deliveries), the seller is entitled to demand prepayment or an appropriate security. To the extent that this cannot be provided, the seller can withdraw from the contract. Partial deliveries that have already been completed ae due for payment immediately.

 
§ 3 Prices

1. The seller’s prices are understood- to the extent not expressly billed in another way- in EURO plus sales tax, ex works and excluding packaging and freight. If, after conclusion of contract, the seller experiences a significant increase in costs, e.g. due to price increases from a sub-supplier, the seller is entitled to apply a reasonable adjustment to the prices. For deliveries which are supposed to be fulfilled later than four years after the contract is concluded, an appropriate price adjustment is to be applied. The buyer is only entitled to withdraw if the price increase between order and delivery does not just insignificantly exceed the increase in the general cost of living according to the German Federal Office of Statistics.

If the buyer comes into default of payment, the seller is entitled, starting from the relevant date,
to charge interest in the amount of 5% above the base interest rate.
The buyer is only entitled to offset, retention or reduction if the counter-claims have been legally established or are undisputed and/or are in a mutual equivalent relationship with the seller’s sale price claim.
Deductions from the invoice, such as deductions for the disposal of packing materials, are not allowed.
 
 § 4 Retention of title

1. The good remains the seller's property until full payment is received.
2. In the event of third-parties bringing claims on the goods under reservation of title, the buyer will notify them of the seller’s ownership

and immediately notify the seller.

3. In the event that the buyer violates the contract- especially default of payment - the seller is entitled, to recover the good under reservation of title or if needed to demand the buyer assign his claims to release the good to third parties.

 
§ 5 Payment
The seller is entitled, despite contradictory stipulations of the buyer, to credit payments against his older debts first. If costs and interest have already accrued, then        
the seller is entitled to first credit the payments to the costs, then to the interest and finally to the main claim.
Payment is only considered to have been made when the seller can freely dispose of the sum. In the
case of payments by cheque, payment is considered to have been made when the cheque has cleared.
 
§ 6 Delivery Times
Incident report forms for damages caused in transport are to be made immediately on receipt of the goods and the extent and type must be immediately confirmed in written form.
Partial deliveries are allowed. Undeliverable items will be delivered later as soon as they are available for the seller.
Adhering to delivery terms assumes the fulfilment of the contractual obligations to be performed by the buyer by that date.
If the seller can foresee that the good cannot be delivered within the delivery period, he will immediately notify the buyer of this in written form, inform him of the reasons for it, and shall also, if possible, name the anticipated delivery date.
If such events as force majeure, strikes or lock-outs or other events, which the seller could not avoid in spite of reasonable efforts under the circumstances, regardless of whether this is in its business or at the supplier, such as disruptions of operations, difficulties in the acquisition of raw materials, energy shortages, measures of public authorities, cessation of production at a sub-supplier, incorrect and untimely delivery, absence of workers, prevent the seller from fulfilling the obligation to deliver, the delivery period will be reasonably extended.
The buyer is only entitled to withdrawal from the contract, if the seller is responsible for a failure to meet a promised delivery deadline and he has already granted him a suitable grace period without success.
 
§ 7 Liability for defects
Furthermore, notification of obvious defects must be provided in writing within a period of three weeks following receipt of the goods. Reports of defects must be effected in writing. Timely sending of such notice is sufficient to ensure compliance with this deadline.
The seller does not waive the objection that the report of defects was not timely and not correctly made through negotiations about such objections.
 
The scope of the seller’s liability for defects is determined strictly according to the provisions of law with the following modifications.
 
The enclosed safety information about our products must be absolutely complied with. In the case of stabbing or blunt weapons or solid knives with a blade length of more than 12 cm as well as single-handed knives, they are weapons in the sense of German law on weapons, which must be heeded when carrying the weapons. In the case of delivery to foreign countries, the local provisions of law apply. Our articles are expressly not intended for fights or staged fights.
 
The statute of limitations for liability for defects is for new goods 2 years from hand-over of the good and in the case of used goods 1 year from hand-over.
 
The seller is likewise not responsible for defects of material that arise from unsuitable or improper use, usual wear and tear, deficient or careless treatment, nor for the results of improper modifications made without consent of the seller or repairs done by the buyer or third parties.
 
The seller must be given the opportunity to evaluate and confirm the defects which are being claimed. Goods subject to complaints must be immediately sent back to the seller on request. If the buyer does not fulfil these obligations or makes changes to the good already subject to a complaint without the consent of the seller, he loses any claims to compensation for defects.
Claims to compensation for damages against the seller are only held by the immediate buyer and are not assignable.
   The paragraphs above contain exhaustively the liability for defects for the products and thus exclude other claims to compensation for damages owing to defects.
 
§ 8 Liability and other claims
Unless otherwise stated below, other and additional claims of the buyer against the seller are excluded. This applies especially to claims for compensation for damages due to breach of obligations from the debt relationship and from disallowed actions. The seller is therefore not liable for damages which do not impact the delivered item itself, but are classified as subsequent damages from defect. Most of all, the seller is not liable for lost profits or other damage to the buyer’s assets.
The above limitations to liability do not apply in cases of intention, gross negligence of our legal representatives or managing personnel as well as in the case of culpable breach of essential contractual obligations. In the case of culpable breach of essential contractual obligations – the seller shall be liable except in cases of intent and gross negligence on the part of his legal representatives or managing personnel-- only for the contractually typical, reasonably foreseeable damage.
 
The seller’s liability under the Product Liability Act and for bodily harm and harm to health for which he can be held responsible or loss of life of the buyer remains unaffected.
 
 
§ 9 Data protection
 
The processing of personal data will be done under observation of the relevant regulations of the Basic Data Protection Act (DS-GVO), the German Federal Data Protection Act (BDSG) and the Telecommunication and Telemedia Data Protection Act (TTDSG), The term “personal data” in this sense refers to any information relating to an identified or identifiable natural person (the data subject).
 
The data processing is necessary for the performance of a contract to which the data subject is party or for the implementation of pre-contractual measures taken at the request of the data subject.
 
The data subject has the right at any time to free disclosure, correction, blocking or deletion or limitation of the processing, as well as refusal to allow processing as well as the right to transfer of data.
 
The data subject can send his demand via e-mail, post or fax to the following address:
 
WKC Stahl- und Metallwarenfabrik 
Hans Kolping GmbH & CO KG
Mr. André Willms
 Wittkullerstrasse 140-144
   42719 Solingen, Germany
Tel: +49 0212 2338090
Fax: + 49 0212 316183
Email: hello@wkc-solingen.de
To the extent that data processing is based on consent, this can be revoked at any time. The lawfulness of the processing on the basis of consent until the revocation shall not be effected.
The seller will not share personal data from the data subject with third parties without his expressed consent.
 
Excluded from this is the seller’s sharing data to his service partners who need that data to process orders (e.g. that shipping company assigned with delivery and the institution of credit entrusted with processing payments). In these cases, however, the scope of the disclosed data shall be limited to the required minimum.
The data subject has the right to bring a complaint to a supervisory authority. As a rule, this is the supervisory authority of the usual domicile or the workplace of the data subject or the main office of the seller.
§ 10 Right of withdrawal
The buyer has a right to revoke in the case of contracts concluded outside of the business premises of the seller and remote selling contracts. The right of revocation does not apply to contracts for the delivery of goods that are not prefabricated and for whose manufacture an individual selection or determination by the buyer is decisive, or that are clearly tailored to the personal needs of the buyer. These are engraved/personalised items as well as special designs.
The more specific details of the right to revoke proceed from the enclosed notice of cancellation which also governs the consequences of revocation. The notice of cancellation is to that degree a component of contract.
§ 11 Applicable law, partial nullification

1. German law applies to these terms and conditions and all legal relationships between the seller and the buyer, to the extent that nothing else is expressly agreed upon. The contract language is German. All translations into other languages than German serve only to provide understanding and are not legally valid.
2. Should a provision in these terms and conditions of business or a provision in the context of other agreements be or become ineffective, this shall not affect the validity of all other provisions or agreements.

 
 
 
Terms and Conditions of Sale and Delivery
Business clients (B2B)
 
 
 
§1 Scope of the conditions of sale
These terms of sale and delivery apply to all offers, deliveries and services of the salesperson to the businesses, legal entities under public law and special estates under public law, referred to in the following as “buyers”. For ease of reading, the common masculine grammatical form shall be used in these general terms and conditions when using nouns referring to persons and personal pronouns. This does not imply any discrimination against the female sex or the sexually diverse, but should be understood in terms of linguistic simplification as gender neutral.
These conditions are considered to be accepted upon receipt of the goods or service at the latest. Any counter-confirmations from the buyer referring to his terms of purchase or business are rejected here and now. Any terms and conditions of purchase from the buyer which the seller does not expressly recognize in writing are not binding.
A written form agreed upon in these conditions will be satisfied by fax, e-mail or telegram, as well as by written correspondence on conclusion of contract.
Differing conditions, amendments to these terms of sale and delivery or oral agreements are only binding for the seller if they are confirmed by the seller in writing.
 
§ 2 Offer and conclusion of contract

6. All offers made by the seller are subject to change and non-binding.

Declarations of acceptance and all orders must be confirmed by the seller in writing in order to be legally binding. The same applies to amendments, modifications or subsidiary agreements.

7. Drawings, illustrations, dimensions, weights or other performance data are only binding

if this is agreed on in writing.

8. The seller’s employees are not authorised to make oral side agreements or give oral assurances that go beyond the content of the written contract.
9. If the seller supplies the buyer with samples, these remain the property of the seller until payment has been made in full.
10. If the seller becomes aware after the conclusion of the contract of facts which, in the reasonable estimation of a businessman exercising due diligence can lead to the inference that there is a significant deterioration of assets (especially delay of payment compared with earlier deliveries), the seller is entitled to demand prepayment or an appropriate security. To the extent that this cannot be provided, the seller can withdraw from the contract. Partial deliveries that have already been completed are due for payment immediately.

 
§ 3 Prices

2. The seller’s prices are understood- to the extent not expressly billed in another way- in EURO plus sales tax, ex works and excluding packaging and freight. If, after conclusion of contract, the seller experiences a significant increase in costs, e.g. due to price increases from a sub-supplier, the seller is entitled to apply a reasonable adjustment to the prices. If this results in the price increasing by more than 10%, the buyer is entitled to withdraw from the contract.

The seller grants a payment goal of 30 days from billing date strictly net for domestic orders. When the payment goal has expired, default takes effect without any dunning. In the case of foreign orders, individual agreements apply.
Payments in the so-called cheque and bill transaction always require a separate agreement. In the case bills of exchange and cheques, credits will post minus the expenses with the valuation of that day on which the seller can dispose of the equivalent value.

3. The seller’s claims are immediately due and payable independent of the period of any accepted or credited bill of exchange, if the terms of payment are not observed or facts become known, which are indicative of a deterioration of assets. In the latter case, the seller is entitled to make other deliveries dependent on prepayment or provision of corresponding securities.

If the buyer comes into default of payment, the seller is entitled, starting from the relevant date,
to charge interest in the amount of 9% above the base interest rate.
The buyer is only entitled to offset, retention or reduction if the counter-claims have been legally established or are undisputed and/or are in a mutual equivalent relationship with the seller’s sale price claim.
Deductions from the invoice, such as deductions for disposal of packing materials, are not allowed.
 
 § 4 Retention of title

4. Until the buyer satisfies all claims to payment (including all claims to the balance from

current accounts) owed to the seller on whatever legal basis, now or in the future, the seller will be granted the following securities, which he will release on request at his discretion, to the extent that their value consistently exceeds the claim by more than 20%.

5. The good remains property of the seller. Processing or alteration will always be done for the seller as the manufacturer, however without any obligation for him. If the seller’s (co-) ownership is nullified by attachment, it is here and now agreed, that the (co-) ownership of the buyer

to the single item will be transferred to the seller in proportion to the new value (value on invoice). The buyer will store the (joint) property of the seller safely and free of charge. Goods to which the seller holds (joint) ownership, will be referred to as goods under reservation of title.
 

6. The buyer shall be entitled to process and/or to sell the goods under reservation of title within the scope of ordinary business practices, as long as he is not in default of payment. Pledges or assignment as security are not permitted. The buyer assigns here and now all claims arising from re-sale or any other legal grounds (insurance, disallowed action) with respect to the claims attaching to the goods under reservation of title,

(including all claims to balance payment from current accounts) to the seller as security in their full scope. The seller revocably authorises the buyer to collect the claims assigned to the seller for his account in his own name. This authorisation to collect can be revoked at any time should the buyer fail to properly fulfil their payment obligations.

7. In the event of third-parties bringing claims on the goods under reservation of title, the seller will notify them of the seller’s ownership

and immediately notify the seller.

8. In the event that the buyer violates the contract- especially default of payment - the seller is entitled, to recover the good under reservation of title of if needed to demand the buyer assign his claims to release the good to third parties. The recovery or pledging of the good under reservation of title by the seller does not constitute withdrawal from the contract.

 
§ 5 Payment

1. The seller is entitled, despite contradictory stipulations of the buyer, to credit payments against his older debts first. If costs and interest have already accrued, then        

the seller is entitled to first credit the payments to the costs, then to the interest and finally to the main claim.

2. Payment is only considered to have been made when the seller can freely dispose of the agreed sum. In the

case of payments by cheque, payment is considered to have been made when the cheque has cleared.
 
§ 6 Delivery periods/transfer of risk
Delivery shall be at the expense and risk of the buyer. Insurance coverage will only be provided at the request of and at cost to the buyer, otherwise there will be none. Absent any special agreement or agreement on free delivery, the seller will select the mode of transport and the transport route. The risk transfers to the buyer on hand-over of the good to the railway, the shipping company or the freight company and even when the seller agrees to free delivery or provided the transportation himself.
  The hand-over shall remain the same, if the buyer delays acceptance of the goods. Incident report forms for damages caused in transport are to be made immediately on receipt of the goods and the extent and type must be immediately confirmed in written form.
Partial deliveries are allowed. Undeliverable items will be delivered later as soon as they are available to the seller.
Adhering to delivery terms assumes the fulfilment of the contractual obligations to be performed by the buyer by that date.
If the seller can foresee that the good cannot be delivered within the delivery period, he will immediately notify the buyer of this in written form, inform him of the reasons for it, and shall also, if possible, name the anticipated delivery date.
If such events as force majeure, strikes or lock-outs or other events, which the seller could not avoid in spite of reasonable efforts under the circumstances, regardless of whether this is in its business or at the supplier, such as disruptions of operations, difficulties in the acquisition of raw materials, energy shortages, measures of public authorities, cessation of production at a sub-supplier, incorrect and untimely delivery, absence of workers, prevent the seller from fulfilling the obligation to deliver, the delivery period will be reasonably extended.
The buyer is only entitled to withdrawal from the contract, if the seller is responsible for a failure to meet a promised delivery deadline and he has already granted him a suitable grace period without success. In addition, a significant failure to meet a delivery deadline that has been specified does not grant the buyer any right of withdrawal.
 
§ 7 Liability for defects
If the buyer is a merchant, the obligations to immediate inspection and report of any defects in goods under §§ 377, 378 HGB apply to him. Furthermore, notification of obvious defects must be provided in writing within a period of two weeks following receipt of the goods; Reports of defects must be effected in writing. Timely sending of such notice is sufficient to ensure compliance with this deadline. The buyer shall bear the full onus of proof for all conditions of entitlement, especially for the defect itself, for the time of detection of the defect and for the timely notification of defects.
The seller does not waive the objection that the report of defects was not timely and not correctly made through negotiations about such objections.
 
The scope of the seller’s liability for defects is determined strictly according to the provisions of law with the following modifications.
The enclosed safety information about our products must be absolutely complied with. In the case of stabbing or blunt weapons or solid knives with a blade length of more than 12 cm as well as single-handed knives, they are weapons in the sense of German law on weapons, which must be heeded when carrying the weapons. In the case of delivery to foreign countries, the local provisions of law apply. Our articles are expressly not intended for fights or staged fights.
 
The statute of limitations for liability for defects is one year from hand-over of the goods, unless the buyer purchases the items for purposes of re-sale (reseller). In the latter case, there is a statute of limitations of two years.
 
The seller is likewise not responsible for defects of material that arise from unsuitable or improper use, usual wear and tear, deficient or careless treatment, nor for the results of improper modifications made without consent of the seller or repairs done by the buyer or third parties. We accept no responsibility for defects that only negligibly reduce the suitability of the item.
 
The seller must be given the opportunity to evaluate and confirm the defects which are being claimed. In the case of large-quantity deliveries, the seller is to be given a brief opportunity to sort out defective goods. Goods subject to complaints must be, on request, immediately sent back to the seller. The seller will assume the transport costs if the complaint of defect is justified. If the buyer does not fulfil these obligations or makes changes to the good already subject to a complaint without the consent of the seller, he loses any claims to compensation for defects.
For defects in the good, the seller will provide in the first instance, at its own discretion a subsequent performance through remediation of defect or replacement delivery.
 
If the subsequent performance fails or the seller does not meet this obligation or does not fulfil it in terms of the contract within a reasonable time, the buyer can set the seller a final grace period within which he must fulfil this obligation. Once this period has passed without remediation, the buyer can reduce the purchase price or withdraw from the contract or demand compensation for damages.
 
Claims to compensation for damages against the seller are only held by the immediate buyer are not assignable. Any recourse claims by the buyer against us only apply to the extent that the buyer has not reached any agreements with buyers of the goods in excess of the statutory defect claims.
The paragraphs above contain exhaustively the liability for defects for the products and thus exclude other claims to compensation for damages.
 
§ 8 Liability and other claims
Unless otherwise stated below, other and additional claims of the buyer against the seller are excluded. This applies especially to claims for compensation for damages due to breach of obligations from the debt relationship and from disallowed actions. The seller is therefore not liable for damages which do not impact the delivered item itself, but are classified as subsequent damages from defect. Most of all, the seller is not liable for lost profits or other damage to the buyer’s assets.
The above limitations to liability do not apply in cases of intention, gross negligence of our legal representatives or managing personnel as well as in the case of culpable breach of essential contractual obligations. In the case of culpable breach of essential contractual obligations – the seller  shall be liable except in cases of intent and gross negligence on the part of our legal representatives or managing personnel-- only for the contractually typical, reasonably foreseeable damage.
 
The seller’s liability under the Product Liability Act and for bodily harm and harm to health for which he can be held responsible or loss of life of the buyer remains unaffected.
 
 
§ 9 Data protection
 
The processing of personal data will be done under observation of the relevant regulations of the Basic Data Protection Act (DS-GVO), the German Federal Data Protection Act (BDSG) and the Telecommunication and Telemedia Data Protection Act (TTDSG), The term “personal data” in this sense refers to any information relating to an identified or identifiable natural person (the data subject).
 
The data processing is necessary for the performance of a contract to which the data subject is party or for the implementation of pre-contractual measures taken at the request of the data subject. If the data subject is not himself a contracting partner, the transfer of personal data of a data subject in the framework named above is deemed to be consent for processing the data transmitted (e.g. identifying a contact person for the contractual relationship to the buyer with communication data).
 
The data subject has the right at any time to free disclosure, correction, blocking or deletion or limitation of the processing, as well as refusal to allow processing as well as the right to transfer of data.
 
The data subject can send his demand via e-mail, post or fax to the following address:
 
WKC Stahl- und Metallwarenfabrik 
Hans Kolping GmbH & CO KG
Mr. André Willms
 Wittkullerstrasse 140-144
   42719 Solingen, Germany
Tel: +49 0212 2338090
Fax: + 49 0212 316183
Email: hello@wkc-solingen.de
To the extent that data processing is based on consent, this can be revoked at any time. The lawfulness of the processing on the basis of consent until the revocation shall not be effected.
The seller will not share personal data from the data subject with third parties without his expressed consent.
 
Excluded from this is the seller’s sharing data to his service partners who need that data to process orders (e.g. that shipping company assigned with delivery and the institution of credit entrusted with processing payments). In this case, however, the scope of the disclosed data shall be limited to the required minimum.
The data subject has the right to bring a complaint to a supervisory authority. As a rule, this is the supervisory authority of the usual domicile or the workplace of the data subject or the main office of the seller.
§ 10 Applicable law, place of jurisdiction, partial invalidity

3. German law applies to these terms and conditions and all legal relationships between the sellerand the buyer, to the extent that nothing else is expressly agreed upon. The contract language is German. All translations into other languages than German serve only to provide understanding and are not legally valid. The application of the United Nations Convention on Contracts for the International Sale of Goods from 04.11.1980 (CISG) is excluded.
4. To the extent the buyer is a merchant, legal entity under public law or special estate under public law, Solingen is the exclusive court of jurisdiction for any disputes that arise directly or indirectly from the contractual relationship.
5. The place of fulfilment for deliveries and payments is Solingen.
6. Should a provision in these terms and conditions of business or a provision in the context of other agreements be or become ineffective, this shall not affect the validity of all other provisions or agreements.