General Terms and Conditions

WINI Office Furniture Georg Schmidt GmbH & Co KG
Terms of delivery and payment
Status: 01.08.2019

PDF version (English)
General Terms and Conditions of Purchase (AEB) of WINI as PDF
WINI Supplier Code of Conduct as PDF

1. offers

The following General Terms and Conditions of Delivery and Payment of WINI Büromöbel Georg Schmidt GmbH & Co KG (hereinafter referred to as: Supplier) shall apply to all deliveries and services, even if reference is not made to them each time vis-à-vis the customer (hereinafter referred to as: Purchaser).
All offers of the Supplier are subject to change. Only the agreements confirmed in writing are binding for the content of the contract. Verbal agreements or agreements made by telephone are not binding.
External terms and conditions shall only apply if they have been expressly recognized by the Supplier in writing. Written, individual delivery offers are to be regarded as firm contractual offers for a period of two months, unless any other agreement has been made. Thereafter, they are subject to change.


2. Order confirmation

With its order confirmation, the Buyer acknowledges the Terms and Conditions of Delivery and Payment. All agreements - including amendments or additions - must be confirmed in writing by the supplier.
In the absence of an order confirmation, the invoice shall be deemed to be the order confirmation. If the Supplier becomes aware of a significant deterioration in the Buyer's financial circumstances after the order confirmation or invoice has been sent, the Supplier may either make delivery dependent on prior payment or other appropriate security or withdraw from the contract. This shall also apply in the event of information that goes beyond mere suspicion regarding a correspondingly negative commercial conduct or payment method.


3. Cancellation, withdrawal, acceptance of goods

Contracts that have already been concluded can only be canceled expressly and by mutual agreement.
If a contract is canceled at the buyer's request, the supplier reserves the right to invoice the expenses incurred for transport and assembly costs and to claim compensation for the proven expenses. The amount of compensation shall be limited to 15% of the order value.
Withdrawal is excluded for goods specially manufactured or specially procured for the Buyer.
For goods that have already been in use (sample goods), a reduction in value shall be charged after they have been put to use, which shall amount to 50% of the order price within the first year and 70% of the order price thereafter. The return of damaged goods is generally excluded.


4. Delivery

The goods, including any necessary packaging, are shipped With transport companies and motor vehicles of the supplier's choice. Truck access and unloading must be guaranteed. The supplier reserves the right to use other shipping methods, e.g. general cargo and wagon shipment free to the consignee's general cargo location or railroad station, after giving appropriate notice.
Without separate agreement and confirmation, delivery deadlines are not guaranteed, nor is a specific time sequence for delivery on the day of delivery.
Events for which the supplier is not responsible and which make it impossible for him to fulfill agreed delivery deadlines in whole or in part shall release him from his obligation to perform for the duration of their duration. This applies in particular in the event of delivery deadlines being exceeded due to adverse weather and road conditions (black ice/snow/floods/traffic jams/road closures etc.), as well as a lack of or inadequate access to the unloading point. If the buyer requests special packaging, shipping method or delivery by non-standard means, the additional costs incurred will be invoiced separately. For the duration of transportation, the provisions of: GüKG/CMR and ADSp (always the latest version).


5. Transportation costs

Direct delivery to the end customer in Germany is carriage paid (behind the first closed door) for individual deliveries from a list goods value of over 5,000.00 euros. For a list goods value of less than 5,000.00 euros per delivery, we charge a flat rate of 148.00 euros.
The delivery address must be specified With the order.
Separate conditions apply abroad.


6. Transport risk

In the case of shipment by vehicles or contract carriers of the supplier, the risk of delivery shall pass to the buyer with the handover of the goods to the buyer.
The transport risk, i.e. the risk of loss or damage to the goods during transportation for which neither the supplier nor the recipient is responsible, shall be borne by the supplier, but only on condition that the recipient provides the supplier with a certificate from the recipient or customer on the delivery note or freight bill. The supplier shall bear the risk of damage to the goods for which the supplier is responsible, but only on condition that the consignee immediately provides the supplier with a certificate from the consignee or customer on the delivery bill or consignment note stating the nature and extent of the transport damage ascertained, as far as possible with details of its origin and acknowledging countersignature by the carrier.
If the goods are collected by the buyer's own vehicles or by contract carriers, the risk shall pass to the buyer when the goods are handed over at the supplier's business premises.


7. Delivery time and hindrance to delivery

The delivery time is determined according to calendar weeks. The delivery day in the confirmed week is reserved.
If the supplier is prevented from fulfilling his obligation due to the occurrence of unforeseeable extraordinary events which he could not avert despite reasonable care according to the circumstances of the individual case - regardless of whether they occurred in the supplier's factory or at his suppliers - in particular official interventions, force majeure, war, disasters, operational disruptions, labor disputes, delays in the delivery of essential raw and auxiliary materials, the delivery time shall be extended to a reasonable extent. The supplier shall be released from his obligation to perform if delivery or performance becomes impossible due to the aforementioned events. In this respect, the purchaser reserves the right to withdraw from the contract. If the aforementioned hindrances occur at the Buyer, the same legal consequences shall apply to the Buyer's obligation to accept delivery.
The contracting parties are obliged to inform the other party immediately of any hindrances of the aforementioned kind.
Framework agreements are limited to a maximum of one year. Acceptance must take place within 30 days of expiry of the framework agreement at the latest.
Unless otherwise agreed, a minimum call-off period of 30 days shall apply to contracts for which no fixed delivery time can be confirmed (call-off orders). Section 3 of the Terms and Conditions of Delivery and Payment shall apply accordingly.
If deliveries, including those under framework agreements or call-off orders, are not accepted on time, the Supplier shall be entitled to invoice any additional costs incurred as a result (e.g. due to storage, etc.) and to claim damages, which must be proven in detail.


8. Warranty

A warranty is given for a period of two years from delivery, which covers all defects that have their causes in the material, workmanship and construction.
No warranty can be given for exact conformity with color samples or for the absolute uniformity of the veneers used in different pieces of furniture with veneered surfaces.
Furthermore, the warranty does not cover natural wear and tear or damage caused by improper handling, e.g. installation in wet adjoining rooms, storage in damp cellars or attics, lack of protection against the effects of strong heat or light, incorrect cleaning and operation, willful damage or alteration of the furniture by third parties. Warranty does not apply to non-standard products manufactured according to the customer's specifications or design documents, insofar as defects are based on these design documents. Warranty liability shall only apply if the defect is reported to the supplier or his representative in writing immediately after it becomes known. The defective item must be removed from use immediately.
Warranty claims are excluded if the buyer has further processed or sold the goods after he had discovered or should have discovered the defect. The same applies if the buyer has carried out repair work on his own authority.


9. Notification of defects

Complaints about recognizable defects must be reported to the supplier in writing within one week of receipt of the delivery by the buyer. Deviations in dimensions, shape and non-rectifiable deviations in color, e.g. due to the nature of the wood, which are customary in the industry for technological reasons, do not justify complaints. Insignificant defects do not justify a right of retention on the part of the buyer.
In the event of justified complaints, the supplier has the right to either repair the goods or make a replacement delivery.
After successful rectification of defects or replacement delivery, the buyer is entitled to a refund of the costs incurred by the supplier. 
The Buyer shall only be entitled to withdraw from the contract or reduce the purchase price if the Supplier fails to rectify the defect or provide a replacement delivery within a reasonable period of time or if this does not result in the defect being rectified. Returns may only be made with the consent of the supplier. Returns for which the Buyer is responsible shall be at the Buyer's expense. The supplier assumes no responsibility for any work, such as anchoring of cabinet walls, electrification of office workstations, etc., which is carried out by the specialist dealer on his own responsibility.


10. Due date of invoice

Invoices are due within 10 days with a 2% discount or within 30 days net from the invoice date, unless other payment terms have been agreed. If the agreed payment deadlines are exceeded, the consequences of default shall apply. With the conclusion of the contract with the supplier, the buyer acknowledges that he waives the requirement for a reminder. If the purchaser is an entrepreneur, interest on arrears shall be charged at a rate of 10% or optionally 8% above the prime rate of the ECB. §Section 353 HGB and Section 288 BGB remain unaffected. A discount deduction on new invoices is not permitted as long as older, due invoices are still outstanding. If the payment deadlines are exceeded by more than 2 weeks, all of the Supplier's claims arising from the deliveries shall become due immediately, even if other payment terms have been agreed in some cases. The assertion of further claims for damages caused by delay remains unaffected.

11. Retention of title

The Supplier retains title to the goods until all claims arising from the business relationship with the Buyer have been settled in full. The Buyer is entitled to sell these goods in the ordinary course of business as long as he meets his obligations arising from the business relationship with the Supplier in good time. However, he may neither pledge the reserved goods nor assign them as security. In each case of sale, the supplier remains the owner. If the Buyer fails to meet its obligations arising from the business relationship, the Supplier shall be entitled to demand the return of the goods subject to retention of title following a declaration of withdrawal.
The Buyer assigns to the Supplier by way of security any existing claims and rights arising from the sale or any leasing of goods to which the Supplier is entitled. The Supplier hereby accepts the assignment, but reserves the right to reassign the claim. He is entitled to notify the assignment.
Any treatment or processing of the goods subject to retention of title shall always be carried out by the Buyer on behalf of the Supplier. If the reserved goods are processed or inseparably combined with other items not belonging to the Supplier, the Supplier shall acquire co-ownership of the new item in the ratio of the invoice value of the reserved goods to the other processed or combined items at the time of processing or combination. If the Supplier's goods are combined with other movable items to form a single item and if the other item is to be regarded as the main item, it is agreed that the Purchaser shall transfer co-ownership to the Supplier on a pro rata basis insofar as the main item belongs to the Purchaser. The purchaser shall keep the property or co-property for the supplier. In all other respects, the same shall apply to the item created by processing or combination as to the reserved goods.
The Buyer shall inform the Supplier immediately of any enforcement measures by third parties against the reserved goods or against the claims assigned to the Supplier or other securities, handing over the documents necessary for an intervention; this shall also apply to impairments of any other kind.
The supplier undertakes to release the securities to which it is entitled in accordance with the above provisions at the request of the purchaser to the extent that the value of the securities which the purchaser has made available to the supplier in accordance with this contract exceeds the claims to be secured by more than 20%.


12. Other claims, liability

Other, more extensive claims of the customer against the supplier are excluded. This applies in particular to claims for damages for breach of duties arising from the contractual obligation and from tort. The supplier shall not be liable for damage that has not occurred to the delivered goods themselves. In particular, the Supplier shall not be liable for loss of profit or other financial losses suffered by the Purchaser.
The above limitations of liability shall not apply in the event of intent, gross negligence on the part of the Supplier's legal representatives or executive employees or culpable breach of material contractual obligations. In the event of culpable breach of material contractual obligations, the Supplier shall be liable - except in cases of intent or gross negligence on the part of the legal representatives or executive employees - only for reasonably foreseeable damage typical of the contract.
Furthermore, the limitation of liability shall not apply in cases in which liability exists under the Product Liability Act for personal injury or property damage to privately used objects in the event of defects in the delivered goods. It also does not apply in the event of injury to life, body or health and in the absence of guarantees, if and insofar as the purpose of the guarantees was precisely to protect the customer against damage that did not occur to the delivered goods themselves.
The exclusion or limitation of liability also applies to the personal liability of the supplier's employees, workers, staff, legal representatives and vicarious agents.

13. Samples and drawings

The supplier reserves the right of ownership and copyright to illustrations, drawings, sketches, other documents and samples. They must be returned immediately upon request and may not be passed on to third parties Without the supplier's consent.
Unless otherwise agreed, samples must be returned or purchased within one month. Custom-made samples must always be purchased and cannot be exchanged.
Custom-made items are items that are not manufactured in series or are not included in price lists. Special colors according to color samples sent in also count as custom-made products, unless other written arrangements have been made. The Buyer shall be liable for ensuring that the rights of third parties are not infringed by the use of submitted drawings, samples and similar aids.


14. Place of performance and jurisdiction

The place of performance for services and payments shall be the Supplier's registered office. The court at the Supplier's registered office shall have exclusive jurisdiction for all legal disputes.
German law shall apply exclusively.


15. Data protection

The Supplier shall store and process personal and company-related data of the Buyer or third parties only in compliance with the provisions of the Federal Data Protection Act and other data protection laws.

16. Concluding remarks

If the invalidity or illegality of individual contractual provisions is established by a court, including through changes in the law, this shall not affect the validity of the remaining terms and conditions of delivery.


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WINI Büromöbel Rights of use for image, video, audio and text material

1. Image rights: The image, video and audio files and their rights of use are the property of WINI Büromöbel Georg Schmidt GmbH & Co KG, Auhagenstr. 79, D-31863 Coppenbrügge and were created exclusively for WINI as the client. Use the WINI files only to the extent that this has been expressly approved by WINI Büromöbel.

2. rights of use: WINI retail partners receive a limited right of use for the promotional and editorial use of the WINI images provided. The rights of use are divided into three levels:

The images in the WINI image database(https://wini.canto.global) and all connected portals, which are labeled with the note: "Specialist trade presentation", may be used in non-promotional contexts. They may be used in direct communication with customers, e.g. for presentations, offers and planning. The publications must be in direct connection with WINI company and product presentations.

The images in the WINI image database and all connected portals, which are marked with the note "Specialist trade advertising", are released for advertising and editorial use for WINI specialist trade partners. E.g. for publications in trade journals, use on websites, in product catalogs, in social media or similar purposes.

The images that are marked with the note "WINI Public" in the WINI image database and all connected portals may also be used by non-retail partners for editorial purposes.

Exceptions: The reference/object images stored in the WINI image database are restricted to use in presentations and offers. The use of the reference/object photos on the Internet and in print media is reserved exclusively for the specialist retail partners who were involved in the respective object furnishing. The use of the so-called "WINI highlight motifs" (photos of individual products in unusual surroundings, e.g. in a stadium, on a building or in a park) is only permitted with the written consent of WINI. A usage fee may be payable for the use of these motifs. The use of image material on which persons are recognizable also requires prior agreement in terms of the right to one's own image and is only permitted in individual cases.

All WINI images may not be altered or distorted in terms of content. The WINI images must always be printed in direct connection with WINI product or company presentations.

WINI images may not be passed on to third parties. In exceptional cases, special permission may be obtained from WINI. In this case, please contact marketing@wini.de. Unauthorized use of WINI images and files is not permitted. In particular, it is prohibited to change or remove logos, brand designations, product, design, name, copyright notices or other information in the content.

3. photo credits: When using WINI images, a photo credit must always be provided: "Photo: © WINI" or "Photo: © WINI Büromöbel". Alternatively, a Please note the image source "WINI Büromöbel" in the imprint.

4. release and specimen copy: Before each publication, WINI will receive a sample/draft/layout for approval without being asked, as well as two specimen copies after publication. Please send to: WINI Büromöbel Georg Schmidt GmbH & Co KG | Marketing Department | Auhagenstr. 79 | D-31863 Coppenbrügge-Marienau. marketing@wini.de or info@wini.de

5. termination: We reserve the right to terminate this agreement on the granting of use at any time Without giving reasons.

WINI reserves the right to take legal action in the event of non-compliance.

WINI Büromöbel | Coppenbrügge, February 2019.