GENERAL TERMS AND CONDITIONS OF BUSINESS

wavetec Radar Solutions GmbH & Co. KG

GENERAL PROVISIONS / CONCLUSION OF CONTRACT

These General Terms and Conditions are provided in German and English for the customer’s convenience. The German version shall constitute the legally binding version. In the event of any discrepancies, inconsistencies or ambiguities between the German and English versions, the German version shall prevail.

1. Scope

These General Terms and Conditions of Business (the “GTC”) shall apply to all deliveries, services and offers made by wavetec Radar Solutions GmbH & Co. KG (hereinafter “WAVETEC”) to entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law, special funds under public law, and consumers within the meaning of Section 13 BGB, unless expressly agreed otherwise.

The licence terms and conditions of the manufacturers enclosed with the contractual products shall apply in addition.

2. Incorporation of the GTC

These GTC shall become an integral part of the contract if the customer has been expressly referred to them at the time the contract is concluded and has been given a reasonable opportunity to take notice of their contents.

3. Deviating Terms and Conditions

Any general terms and conditions of the customer that deviate from, conflict with or supplement these GTC shall only become part of the contract if WAVETEC has expressly agreed to their validity in text form.

4. Offers and Product Specifications

Our offers are non-binding and subject to change unless they are expressly designated as binding.

We reserve the right to make reasonable technical modifications and changes to the design, shape or configuration of our products, provided that such modifications serve technical progress or ensure our ability to deliver and do not materially impair the purpose of the contract.

The statutory rights of consumers shall remain unaffected.

5. Conclusion of Contract

The customer’s order constitutes a binding offer to conclude a contract.

The contract shall be concluded by:

  • our order confirmation in text form (e.g. by email); or
  • delivery of the goods or performance of the service.

6. Form of Declarations

Legally relevant declarations and notices made by the customer in connection with the contract (e.g. setting deadlines or giving notice of defects) must be made at least in text form, unless a stricter form is prescribed by law.

7. Assignment and Transfer of Contract

The transfer or assignment by the customer of rights and obligations arising from the contract shall require the prior consent of WAVETEC in text form.

In the case of consumers, this shall only apply insofar as legitimate interests of WAVETEC are not adversely affected.

8. Precedence of Individual Agreements

Individual agreements concluded with the customer shall take precedence over these GTC.

DELIVERIES AND SERVICES

1. Delivery Dates and Delivery Periods

Delivery dates or delivery periods shall only be binding if they have been expressly agreed in text form.

2. Delay in Delivery

If WAVETEC is in default of delivery for reasons for which WAVETEC is responsible, the customer shall be entitled to withdraw from the contract in accordance with the statutory provisions, provided that the customer has previously granted WAVETEC a reasonable additional period for performance.

Claims for damages arising from delay in delivery shall be subject to the provisions of the section “Warranty and Liability”.

3. Delivery Hindrances Beyond Our Control (Force Majeure)

WAVETEC shall not be liable for delays in delivery or impediments to delivery resulting from circumstances beyond our control.

Such circumstances shall include, in particular:

  • strikes and lawful lockouts;
  • official measures or embargoes;
  • import or export restrictions;
  • shortages of energy or raw materials;
  • disruptions to supply chains or transport routes;
  • pandemics or comparable events of force majeure.

The delivery period shall be extended by the duration of the impediment plus a reasonable restart period.

4. Partial Deliveries

Partial deliveries shall be permissible insofar as they are reasonable for the customer.

The customer’s rights arising from delays or defects shall remain unaffected with regard to the respective partial delivery.

5. Delay in Dispatch or Acceptance (Default of Acceptance)

If dispatch or acceptance of the delivery item is delayed for reasons for which the customer is responsible, WAVETEC may, commencing one month after notification that the goods are ready for dispatch or acceptance, demand reimbursement of the resulting storage, provision and other costs.

WAVETEC shall be entitled to charge these costs as a lump sum amounting to 0.5% of the invoice amount of the relevant delivery for each commenced month, up to a maximum of 5% of the invoice amount in total, unless higher actual costs are proven.

The customer shall remain entitled to prove that no damage or substantially lower damage has occurred.

Without prejudice to any further statutory rights, the purchase price for services already rendered shall become due for payment upon the occurrence of default of acceptance.

In dealings with consumers, the statutory provisions governing default of acceptance shall apply in addition.

PRICES AND TERMS OF PAYMENT

1. Prices

All prices are ex works and are subject to the applicable statutory value-added tax, as well as packaging, shipping and other agreed ancillary costs, unless expressly agreed otherwise.

Additional services, in particular installation, training, software, commissioning or other ancillary services, shall only be owed if expressly agreed.

2. Due Date and Payment

Unless otherwise agreed, our invoices shall be due for payment without deduction within 14 days of the invoice date.

The customer shall automatically be in default upon expiry of the payment period, provided that the statutory requirements for default are met.

3. Default in Payment

In the event of default in payment, we shall be entitled to charge statutory default interest.

The right to assert further damages caused by default shall remain reserved.

4. Non-Acceptance / Cancellation by the Customer

If the customer fails to accept the ordered goods despite their becoming due and despite having been granted a reasonable additional period for acceptance, or if the customer withdraws from the contract without a statutory right to do so, WAVETEC shall be entitled to claim compensation for the resulting damage.

WAVETEC may calculate such damage as a lump sum of 25% of the order value unless higher actual damage is proven.

The customer shall remain entitled to prove that no damage or substantially lower damage has occurred.

In dealings with consumers, the statutory provisions shall apply in addition.

5. Rights of Retention and Set-Off

The customer shall only be entitled to set off claims or exercise rights of retention insofar as the customer’s counterclaims have been legally established, are undisputed, or arise from the same contractual relationship.

6. Retention of Title

Goods delivered shall remain the property of WAVETEC GmbH & Co. KG until payment has been made in full.

Claims arising from cheques and bills of exchange as well as claims arising from ongoing business relationships or current accounts shall be included.

The customer shall be entitled to resell the goods in the ordinary course of business. However, the customer hereby assigns to WAVETEC, by way of security, all claims against purchasers or third parties in the amount of the final invoice value (including VAT).

The repossession of goods shall not constitute withdrawal from the contract.

7. Transfer of Risk

Risk shall pass to the customer as soon as the delivery item has left the factory, including in the case of partial deliveries or where WAVETEC has assumed responsibility for shipment or delivery.

Refusal to accept the goods on account of insignificant defects shall not be permitted.

WARRANTY AND LIABILITY

1. Liability for Material Defects

If the purchased goods are affected by a defect for which WAVETEC is responsible, WAVETEC shall, at its own discretion, be entitled to remedy the defect or provide a replacement delivery by way of subsequent performance.

The customer shall provide WAVETEC with the necessary time and opportunity to do so.

2. Customer’s Duties to Cooperate

  • Prior to handing over the purchased goods for inspection or repair, the customer shall, at its own expense, back up all data.
  • The purchased goods shall be delivered free of charge to the agreed place of performance.
  • Repairs or attempted repairs carried out by the customer itself or by third parties commissioned by the customer shall result in the loss of warranty claims.

3. Duty to Inspect and Give Notice of Defects

  • With respect to entrepreneurs and legal entities under public law, Sections 377 and 381 of the German Commercial Code (HGB) shall apply.
  • Obvious defects must be notified in writing within 10 days of delivery; otherwise, the delivery shall be deemed approved.

4. Exclusion of Warranty

No warranty claims shall exist for damage or malfunctions that are not attributable to a defect in the delivery or service provided by WAVETEC, in particular where caused by:

1. External Influences and Environmental Effects

  • fire, lightning, explosion, overvoltage or electrostatic discharge (ESD);
  • moisture, ingress of water, condensation, extreme temperatures or other environmental conditions outside the intended conditions of use;
  • vibrations, impacts or mechanical stresses outside the specified operating conditions.

2. Power Supply and Installation

  • improper electrical supply, nominal voltage or type of current;
  • faulty installation, commissioning or maintenance carried out by the customer or third parties.

3. Software, Data and Configuration

  • faulty, unauthorised, missing or incompatible software, firmware, interface configurations or processing data, insofar as these have not been provided, released or approved by WAVETEC.

4. Customer-Related Interventions

  • unauthorised alterations, repairs, modifications or conversions carried out by the customer or third parties.

The customer shall remain entitled to prove that the damage was wholly or partly caused by a defect for which WAVETEC is responsible.

5. Limitation of Liability

WAVETEC shall only be liable:

  • for intent and gross negligence;
  • for culpable injury to life, limb or health;
  • pursuant to the German Product Liability Act (Produkthaftungsgesetz);
  • where a guarantee has been assumed;
  • in the event of a culpable breach of material contractual obligations (cardinal obligations).

In cases of ordinary negligence, WAVETEC shall only be liable for foreseeable damage that is typical for the contract.

Any further liability shall be excluded, in particular for:

  • loss of profit;
  • loss of use;
  • business interruption or other financial losses;
  • indirect damage outside the delivery item.

6. Loss of Data

WAVETEC shall only be liable for loss of data insofar as the customer has ensured that the data can be restored with reasonable effort by means of appropriate data backups, or if the loss was caused intentionally or through gross negligence by WAVETEC.

7. Liability of Employees

The limitations of liability shall also apply to the personal liability of employees, representatives and vicarious agents.

8. Use and Intended Purpose

  • A specific suitability of the delivered goods for a particular intended purpose shall only be owed if this has been expressly agreed in writing.
  • WAVETEC shall assume no liability for the processing of the goods, in particular where such processing is carried out by the customer itself.

9. Used Goods

  • Used goods shall be sold to entrepreneurs to the exclusion of any warranty.
  • In dealings with consumers, the statutory rights in respect of defects shall apply unless otherwise agreed in writing.

10. Limitation Period

  • For entrepreneurs, the limitation period for claims based on defects shall be 12 months from delivery.
  • The statutory limitation periods shall apply to consumers.

SOFTWARE / LITERATURE

In the case of software deliveries, the manufacturer’s special licence terms and other conditions shall apply in addition to our terms and conditions.

Upon receipt of the software, the purchaser expressly acknowledges the validity of such terms and conditions.

DATA PROTECTION

1. Controller

The controller responsible for the processing of personal data within the meaning of data protection legislation is:

wavetec Radar Solutions GmbH & Co. KG
Karlstr. 10
42699 Solingen
Germany
info@wavetec-online.de

2. Processing of Personal Data

We process the customer’s personal data exclusively in accordance with the applicable data protection regulations, in particular the General Data Protection Regulation (GDPR) and the German Federal Data Protection Act (BDSG).

3. Purposes and Legal Bases for Processing

Processing shall take place in particular:

  • for the performance of pre-contractual measures and fulfilment of the contract (Art. 6(1)(b) GDPR);
  • for compliance with legal obligations (Art. 6(1)(c) GDPR);
  • for the purposes of safeguarding the legitimate interests of our company (Art. 6(1)(f) GDPR), such as asserting legal claims or conducting direct marketing to the extent permitted by law.

4. Disclosure of Data

Personal data shall only be disclosed insofar as this is necessary for the performance of the contract (e.g. to shipping service providers, payment service providers or IT service providers) or where there is a legal obligation to do so.

5. Retention Period

Personal data shall only be stored for as long as necessary to fulfil the respective purposes or as required by statutory retention periods.

6. Rights of the Data Subject

The customer shall have the statutory rights, in particular:

  • right of access (Art. 15 GDPR);
  • right to rectification (Art. 16 GDPR);
  • right to erasure (Art. 17 GDPR);
  • right to restriction of processing (Art. 18 GDPR);
  • right to data portability (Art. 20 GDPR);
  • right to object to processing (Art. 21 GDPR).

The customer shall also have the right to lodge a complaint with a competent data protection supervisory authority.

7. Further Information

Further information on data processing is available in our separate Privacy Policy.

We shall be entitled to process all data relating to the business relationship with the customer in accordance with the German Federal Data Protection Act (BDSG).

EXPORT AUTHORISATION

1. Applicability of Export Control Regulations

The delivery and provision of services shall be subject to the condition that their performance is not prevented by national or international foreign trade laws, in particular export control regulations, embargoes or other sanctions.

2. Authorisation Requirements

In the event of resale, export or any other transfer of the goods supplied by us, the customer undertakes to comply with the applicable export control regulations of the Federal Republic of Germany, the European Union and, where applicable, the United States of America.

Where an official authorisation is required for the export or transfer of the goods, the customer shall be solely responsible for obtaining such authorisation.

3. End Use and Intended Purpose

The customer shall neither directly nor indirectly use the goods supplied for purposes that violate applicable sanctions or embargo regulations.

Upon request, the customer shall provide appropriate end-use statements.

4. Duties to Cooperate

The customer undertakes to inform us without undue delay of any circumstances relevant to export control regulations, in particular of any resale to third countries.

5. Right of Withdrawal

If delivery is delayed due to necessary authorisation procedures or if a required authorisation is not granted, we shall be entitled to withdraw from the contract.

Claims for damages by the customer shall be excluded in this respect unless WAVETEC is responsible for intent or gross negligence.

PLACE OF PERFORMANCE & JURISDICTION

1. Place of Performance

The place of performance for payments and deliveries shall be the registered office of WAVETEC GmbH & Co. KG in Solingen, unless expressly agreed otherwise in writing.

2. Place of Jurisdiction

  • For entrepreneurs, legal entities under public law or special funds under public law, Solingen shall be the exclusive place of jurisdiction.
  • For consumers, the statutory place of jurisdiction shall apply, in particular the consumer’s place of residence, provided that the consumer has not concluded the contract exclusively for professional or commercial purposes.

3. Applicable Law

The law of the Federal Republic of Germany shall apply exclusively, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).