General Terms and Conditions of Business (GTC)
3

(Last revised January 2024)

We perform our services solely and exclusively on the basis of these terms and conditions. Deviating terms and conditions do not become content of the contract under any circumstances even if we have not specifically raised objection to their application. This revision supersedes any and all previous GTC.

I. Performance

  1. Our current price lists or our written offers are authoritative for the scope of our performance. Any and all deviating orders as well as subsidiary agreements and alterations of any kind are subject to our written confirmation. A minimum value of €30.00 net, excluding the current statutory value-added tax, will be billed for all orders, however.
  2. Information in brochures, catalogs, and technical documents is non-binding unless it has been expressly designated as binding in the offer issued pursuant to Section I. We retain title to any and all documents; they may not be made accessible to third parties or used apart from the purpose for which they were handed over to the customer, either in whole or in part, without our written consent.
  3. We are entitled to modify our offer even after conclusion of the contract if and when this is necessary because the customer did not provide to us all important details such as product designation, number of products, dimensions, material, drawings, coating specifications, international standards, etc., at the time of submission of the offer. We are entitled to obtain from the customer any and all information that appears necessary for the proper performance of the order.

II. Prices and payment

  1. Unless otherwise stated in our offer, services will be billed at our rates for materials, personnel, and ancillary costs applicable at the time of performance. Additional services not listed in the offer (e.g., changes in the coating material or the type of goods processing), changes in performance, packaging we provide, contract-related charges (customs duties, fees, etc.), and the statutory value-added tax will be charged separately.
  2. We are authorized to request a reasonable advance payment upon conclusion of the contract. Invoices for advance payments and any and all other invoices are due and payable without deductions immediately upon receipt by the customer. Offsets or retention is permissible solely in relation to counterclaims that we do not dispute.
  3. If due invoices are not paid by the customer, it shall be deemed in default even without issue of a reminder notice. In the event of default, we are authorized to charge lump-sum damages in the amount of two percentage points above the current discount rate of the Deutsche Bundesbank unless the customer proves that we have suffered substantially lower losses; any such charge is without prejudice to more extensive claims.

III. Retention of title, right of lien

  1. We retain title to any and all parts and auxiliary materials we have used until any and all current claims of the registered limited liability companies belonging to the WOLF Group pursuant to the business relationship with the customer have been satisfied. The customer is authorized to resell the products for which our services have been rendered in the ordinary course of business; in this case, the claim pursuant to the resale will be deemed assigned to us in an amount corresponding to the ratio of the value of our services secured by the extended retention of title to the total value of the sold product.
  2. Our claims pursuant to the contract entitle us to a right of lien on the customer’s products that are in our possession because of the contract. The right of lien may also be exercised with respect to claims from previously performed work, deliveries of spare parts, and any and all other previous performances to the extent that they are related to the subject of the performance. The right of lien is exercisable for any and all other claims based on the business relationship insofar as said claims are undisputed or have been finally adjudicated.

IV. Warranty

  1. We grant a warranty covering any and all defects present at the time of acceptance, including the lack of expressly guaranteed characteristics, unless the defect is insignificant for the customer’s interests or is based on a circumstance for which the customer is accountable; this provision applies in particular to parts ordered by the customer.
  2. Our warranty obligations lapse if and when the customer or third parties modify improperly the subject of the performance without our prior written consent or if and when the subject of the performance is used or further processed regardless of the defect. Our warranty obligations also lapse:
    1. With respect to any and all differences and damage or loss resulting from missing, incorrect, incomplete, or imprecise information in the order placement or from handling instructions that we have designated as unsuitable prior to the execution of the order;
    2. With respect to any and all damage or loss caused by the unsuitable condition of the provided products (material defects, dimensional deviations, etc.);
    3. With respect to any and all damage or loss caused to used tools during decoating, coating, and polishing.
  3. We satisfy the warranty claim in the form of subsequent improvement after receipt of the delivery bill. If subsequent improvement is not possible for technical reasons, we satisfy the warranty claim by reducing the price of our performance. More extensive claims of any and every nature are precluded, subject to the provisions of Section XI (3).
  4. If we allow a reasonable grace period granted to us for the remedy of defects to expire fruitlessly through our own fault, the customer has the right to reduce the price. The customer may rescind the contract solely if and when the performance is verifiably of no interest to the customer despite the reduction in price.
  5. Complaints must be submitted in writing within two weeks of delivery. A maximum reject rate of 3 percent per year is agreed specifically for PVD coatings. Furthermore, the following regulation applies: In the event of verifiable damage to your tool by a WOLF employee, WOLF will assume the following costs:
    The maximum warranty reimbursement is equivalent to the coating price in the case of PVD coatings. Even in the event of a dispute and even in the event of verifiable defects on the part of the contractor, the maximum warranty value is limited to twice the value of the PVD coating price or to 40 percent of the value of the regular coating cost for diamond coatings. No warranty compensation in excess of these amounts will be paid.

V. Non-feasible performance

  1. If and when the service cannot be rendered for reasons for which we are not accountable, the customer nevertheless owes reasonable compensation for the expenses we have incurred. Our liability for damage to the subject of the performance, for the breach of ancillary contractual obligations, and for damage that has not occurred to the subject of the performance itself is precluded in this case unless there is intent or gross negligence on the part of executive employees.

VI. Shipment of products

  1. The customer shall indicate the number of pieces, designation, and value of the products on an accompanying document (delivery bill) for a shipment. The following additional information is required on a pro forma invoice for any and all shipments from abroad: unit price and total value, number of packages, gross and net weight, country of origin of the products, mode of transport for shipment and desired mode of transport for return.
  2. The customer must mark the shipped products in a suitable manner; they must be in compliance with the specified drawings and in a condition suitable for further processing and coating. In particular, there is a condition unsuitable for coating in those cases in which our liability is precluded in accordance with Section IV.2. Any and all information required for the coating, in particular detailed handling instructions, must be enclosed with the products. The above provision applies as well to any and all special requirements that must be observed for the storage of highly sensitive substrates; we shall be remunerated separately and reasonably for compliance with any such requirements if it was not expressly agreed in writing.
  3. In accordance with Section V, we may return at the customer’s expense any shipped goods that do not meet the above requirements.

VII. Incoming product inspection

  1. Delivered goods are subject to an incoming product inspection, which is limited to looking over individual pieces and the reporting to the customer of any defects that are determined.

VIII. Transport and insurance

  1. Upon request, we will take charge of the delivery or removal at our own expense and arrange transport insurance to cover the shipment, but otherwise (if any damage is not covered by this transport insurance) at the risk of the customer.
  2. If and when the customer fails to meet a deadline or time limit we have set for the collection of its property, we may demand reasonable storage charges for the storage as of this date or from the expiry of this time limit. We are also authorized in such cases to choose another storage location at our discretion, always at the sole and exclusive expense and risk of the customer.

IX. Periods and deadlines

  1. Deadlines and dates we have set are binding solely if and when they have been expressly designated as binding in writing and have been stated in knowledge of any and all circumstances essential for the performance of our services. We are authorized to change unilaterally deadlines and dates that we have designated in writing as binding to a reasonable extent if and when it becomes apparent that they are based on unawareness of material circumstances for which we are not accountable.
  2. If and when the performance of services is delayed owing to measures relating to industrial disputes, in particular strikes and lockouts, or to other circumstances for which we are not accountable, including any such circumstances affecting our own suppliers, the periods and deadlines will be extended by a reasonable period insofar as such hindrances verifiably have a significant influence on the completion of our performance. The above provision also applies if and when such circumstances occur when we are previously in default of performance. If and when the extension of the deadlines and dates exceeds a period of six weeks, both parties are entitled to rescind the contract with regard to the scope of performance affected by the extension; any and all more extensive claims are precluded.
  3. If and when the customer verifiably suffers damage or loss as a consequence of our default, it is authorized, to the preclusion of any and all more extensive claims, to request compensation for this damage or loss amounting to a maximum of 0.5 percent of our price for the performance on those products that cannot be used in good time as a result of the default for each and every full week of the default; however, the compensation shall not exceed in the aggregate 5 percent of our price for the performance. If and when, during our default, the customer sets a reasonable grace period with the express declaration that it will refuse acceptance of the performance after expiry of this period and if and when the grace period fruitlessly expires, the customer is authorized to rescind the contract to the preclusion of any further claims, subject to the provision in Section XI (3).

X. Acceptance

  1. The customer is obligated to accept the performance of our services as soon as we have notified it of completion. If and when the acceptance is delayed through no fault of our own, the acceptance will be deemed as performed upon the lapse of two weeks following notification.

XI. Liability

  1. If and when we are accountable for damage to any parts of the subject of the performance, we will, at our option, repair said parts or provide new parts at our expense. The compensation liability is limited to the amount of the contractual service price unless there is intent or gross negligence on the part of our executive employees.
  2. If and when, as a consequence of our fault, the customer is unable to use the subject of the performance in accordance with the contract owing to the failure to observe, or faulty execution of, suggestions and advice given prior to or after conclusion of the contract or owing to breach of other ancillary contractual obligations, the provisions of Sections IV (4) and XI (3) apply mutatis mutandis to the preclusion of any further claims of the customer.
  3. The customer cannot assert against us any claims for compensation for any detrimental effects suffered in relation to our performance, in particular claims for damages, including claims based on liability for non-contractual actions or other rights, other than those conceded to him in these terms and conditions, regardless of the legal basis on which its claim is based. This preclusion of liability does not apply in the event of intent or gross negligence on the part of our executive employees and in the event of liability pursuant to the Product Liability Act for defects in our performance, for personal injury, or for material damage to privately used objects. It also does not apply in the absence of characteristics that have been expressly warranted if and when the purpose of said warranty was precisely to protect the customer from damage or loss that did not occur to the subject of the performance itself.
  4. Insofar as our liability is precluded or limited in accordance with the above provision, the customer is also obligated to indemnify and hold us harmless from and against any and all third-party claims upon first request.

XII. Venue

  1. The place of performance and the venue for any and all disputes arising from the contractual relationship is the contractor’s domicile. Any and all transactions, including foreign transactions, are governed solely and exclusively by German law.