GENERAL TERMS AND CONDITIONS OF SALE OF WAGO ELECTRONIC PTE LTD
I. SCOPE OF SUPPLIES OR SERVICES
1. The scope of supplies or services shall be governed by mutual declarations in
writing. Where an agreement has been entered into without such mutual
declarations in writing, either the written order confirmation by WAGO Electronic
Pte Ltd (hereinafter called the "Supplier") shall govern, or where such written
order confirmation has not been issued, the written order of the purchaser
(hereinafter called the "Purchaser").
2. Protective devices will be supplied to the extent required by law or where
expressly agreed upon.
3. All supplies or services shall be governed by the rules of the Verband
Deutscher Elektrotechniker (Association of German Electrical Engineering)
insofar as safety of services is concerned. Deviations are permissible if the
same safety standard will be achieved by different means.
4. The Supplier reserves all titles and property rights, and all rights originating from
copyright on cost estimates, drawings and other documents of which no
disclosure shall be made to third parties without the prior consent of the
Supplier. All drawings and any other documents pertaining to quotations shall
on request be returned immediately to the Supplier if the order is not placed
with the Supplier. The foregoing sentences 1 and 2 in this paragraph 4 shall
apply accordingly to the Purchaser. They may, however, be made available to
those third parties which perform services or supplies for the Supplier in cases
where this is permitted.
5. Additional agreements shall not be binding unless confirmed in writing.
Where supply offered does not include erection or installation, prices quoted are ex works excluding packing.
III. RETENTION OF TITLE
Title to all goods is retained by the Supplier until each and every claim of the Supplier
against the Purchaser originating in the business relations has been duly satisfied.
Prior to this event goods shall not be pledged or given as security and shall only be
resold by resellers in the normal course of business, against payment from their
customers. Any costs incurred in connection with interventions following this Section
shall be borne by the Purchaser.
If the value of the sureties accruing to the Supplier in performance of sentence 1 of the
first paragraph of this Section III exceeds the value of all privileged claims by more
than 20%, the Supplier shall upon request release a respective part of the sureties.
IV. CONDITIONS OF PAYMENT
1. Payment shall be made free of all taxes and charges of whatsoever nature to
the paying office of the Supplier.
2. The Purchaser may set off only such claims as are undisputed or finally
V. PERIOD FOR SUPPLY OF DELIVERIES OR SERVICES
1. The period for supply of deliveries and services shall be governed by the mutual
written declarations. Sentence 2 of Section I paragraph 1 shall apply
accordingly. Timely supply is conditioned upon timely receipt of all documents
to be furnished by the Purchaser which includes necessary licenses and
releases, timely clarification and approval of plans and observance of the terms
of payment agreed upon and all other obligations.
If theses conditions are not timely fulfilled, the period for supply shall be
2. The above period shall be deemed to have been met:-
a) where supply does not include erection or installation, if the goods, ready
for operation, have been delivered to the carrier or picked up within the
agreed period. If delivery is delayed for reasons for which the Purchaser
is responsible, supply shall be deemed timely, if notice that goods are
ready for shipment has been given within the agreed period; or
b) where supply includes erection or installation, if such erection or
installation has been completed within the agreed period.
3. If the period for the supply of deliveries or services can be proven to have been
exceeded because of mobilisation, war, riot, strike, lockout, or in the event of
unforeseeable circumstances, such period shall be adequately extended.
If such period is exceeded for reasons other than those stated in this subsection
3 paragraph 1, the Purchaser, insofar as he can establish credibly that he has
suffered damage owing to the delay, may claim liquidated damages of 0.5% for
every completed week's delay up to an overall total of 5% of the value of that
part of the supplies or services which could not be taken into useful operation
owing to the individual components thereof not having been furnished on time.
The Purchaser shall likewise be entitled to liquidated damages in the case of
circumstances described under this subsection 3 paragraph 1 arising only after
the period of supply of deliveries or supplies originally agreed upon has been
culpably exceeded by the Supplier. All further damages for delay as may be
claimed by the Purchaser exceeding the margin of 5% as ruled under this
subsection 3 paragraph 2 are expressly excluded even if an additional period of
time as may have been granted to the Supplier has expired. This does not
apply where in cases of intent or gross negligence the Supplier's liability is
enforced by law.
The right of the Purchaser to cancel the Contract after an additional period of
time which has been granted to the Supplier has ineffectively expired shall
4. If shipment or delivery is delayed at the Purchaser's request, storage costs to
the sum of 0.5% of the invoiced amount will be charged for every month
commencing on the first month after notice has been given that goods are
ready for shipment. Such charges shall be limited to an overall total of 5%
unless costs incurred are proven to be higher.
VI. TRANSFER OF RISK
Risk shall pass to the Purchaser, even if freight delivery paid has been agreed upon:
a) where the supply offered does not include erection or installation whenever
goods ready for operation have been delivered to the carrier or picked up by the
carrier. Every care shall be taken in packing. Shipment shall be carried out to
the best of the Supplier's judgment. At the request and expense of the Purchaser,
goods shipped will be insured by the Supplier against breakage, damages in transit or fire;
b) where supply offered includes erection or installation, on the day the Purchaser
has taken over goods for operation insofar as a test run has been agreed upon,
whenever such a test run has been satisfactorily completed. The assumption
hereto is that the test run or taking over for operation shall take place
immediately following erection or installation declared ready for operation.
If the Purchaser fails to accept the offer of a test run or to take over for
operation, risk for the period of delay arising therefrom shall pass to the
Purchaser after a period of 14 days following such offer; or
c) if shipment, delivery, commencement or execution of erection or installation is
delayed at the request of the Purchaser or for reasons within the Purchaser's
responsibility, risk shall pass to the Purchaser for such period of delay. The
Supplier however undertakes to effect at Purchaser's expense such insurance
as requested by the Purchaser.
VII. ERECTION AND INSTALLATION
Insofar as nothing to the contrary has been agreed upon in writing the following
provisions shall apply to erection and installation of any kind.
a) The Purchaser shall provide at his expense and in due time:
1. in sufficient number, auxiliary personnel such as labourers and if
necessary, bricklayers, carpenters, fitters, crane operators and other
skilled labour along with the required tools;
2. all earth work, foundations, civil engineering, mortising, scaffolding,
plastering, painting and other work not usual in the Supplier's trade
including the necessary materials;
3. such objects and materials as are necessary for erection and putting into
operation e.g props, wedges, bases, cement, cleaning and ceiling
materials, lubricants, fuel, etc furthermore scaffolds, lifting gear and
4. power, water including the necessary connections up to point of use,
heating and general lighting;
5. suitable and dry rooms of sufficient size at the site which can be locked
for storage of machinery parts, equipment, materials, tools etc as well as
adequate working rooms and accommodation for the Supplier's
personnel including reasonable sanitary installation. Furthermore, the
Purchaser must follow the same provisions for safe guarding the
property of the Supplier and erection personnel at the site as he would
for his own; and
6. protective clothing and protecting devices which are necessary owing to
particular conditions at the site(s) and which are not usual in the
b) Before commencement of erection work, the Purchaser must make available of
his own accord necessary information concerning all concealed, electric
cabling, gas or water pipes and the like as well as necessary information on statics.
c) Before commencement of erection or installation, the parts required for initiating
the work must be at hand and all masonry, carpentry and other preparatory
work must be so far advanced that erections or installations may began
immediately upon arrival of erection and installation personnel and proceed
without interruption. In particular, the approach roads and the site for erection
or installation itself must be level and clear, foundations must be dry and set,
foundation walls erected and backfilled, and the case of indoor work, the
rendering of walls and ceilings must be complete and especially doors and
windows must have been fitted.
d) If installation, erection or commencement of operation is delayed owing to
circumstances particularly at the site the Supplier shall not be held responsible.
The Purchaser shall bear the reasonable costs for standby time and any
additional travelling expenditures of erection or installations personnel.
e) Working hours shall be certified at weekly intervals to erection and installation
personnel by the Purchaser to the best of his knowledge. Moreover, the
Purchaser shall immediately confirm in writing to erection or installation
personnel completion of erection or installation work.
f) The Supplier shall not be liable for any work executed by his erection or
installation personnel or other agents that is not related to supplies and erection
or installation or insofar as it has been initiated by the Purchaser.
If the Supplier has undertaken to provide erection or installation on an actual cost
basis, the following conditions shall apply in addition to those under A:
1. The Purchaser shall make payment to the Supplier according to the rates of
charge for working hours agreed upon at the time of order together with
premiums for overtime, night, Sunday, or holiday work, work under unusually
difficult conditions, planning and supervision.
2. Moreover the following costs shall be paid separately:
a) Travelling expenditures, costs for transport of tools and personal
b) Daily allowance for working hours as well as for off days and holidays.
1. Goods delivered shall be accepted by the Purchaser even if they show minor
2. Unless otherwise agreed, the Purchaser of the goods shall be bound to accept
delivery thereof by instalments.
IX. LIABILITY FOR FAULTS
The Supplier shall be liable for faults including failure to achieve assured
characteristics as under:-
1. The Supplier shall at his discretion repair or replace such part(s) or perform
anew such services free of charge as have become of no use markedly
impaired in usefulness within 24 months after the transfer of risk, regardless of
actual operating time, owing to circumstances prior to transfer of risk,
particularly such faulty design, materials or workmanship. The Supplier must be
informed in writing of such faults immediately after they have been noticed.
2. The Purchaser has to comply with his contractual obligations, in particular with
the agreed conditions of payment. If complaints in respect of which a fault is
made the Purchaser may withhold payments to an extent which is fair and
reasonable with respect to the faults occurred.
However, if the Contract is entered into in pursuance of the Purchaser's line of
business, payments may only be withheld under the condition that the complaint
in respect of which a fault is justified beyond any reasonable doubt.
3. The Purchaser shall grant the Supplier such adequate time and opportunity as
the Supplier deems reasonable to remedy the fault. In case of refusal the
Supplier's liability shall be deemed to be waived by the Purchaser.
4. If the Supplier lets expired an adequate extension of time as set by the
Purchaser without remedying the fault the Purchaser shall have the right to
cancel the Contract (cancellation) or claim a reduction of price (reduction).
5. The right of the Purchaser to lodge claims owing to faults shall in any case be
barred after a period of 12 months has expired beginning from the date of the
above complaint. If no agreement is reached within this period of time the
Supplier and the Purchaser may agree to an extension of the said period.
6. Liability for faults does not cover natural wear and tear nor damage arising after
transfer of risks owing to faulty and negligent handling, excessive strain,
unsuitable materials for operation, deficient civil engineering work, unsuitable
soil conditions, and such chemical, electrochemical or electrical influences as
were not assumed at the time of the Contract.
7. All liability for consequences of any in expert alterations or repairs carried out by
the Purchaser or a third party shall be waived.
8. The period of liability for faults in repairs shall be 3 months, for replacement and
renewal 6 months. However, the said period shall run at least until the expiry of
the warranty period as originally provided for in respect of the contractual
If parts of supplies cannot be put into efficient operation owing to an interruption
of work caused by repairs, replacements or corrected services, the period of
liability for faults for such parts shall be extended by the same period of
9. The provisions concerning periods of liability under paragraphs 1, 5 and 8 shall
not apply where longer periods are enforced by law.
10. The Supplier or the Supplier's agent(s) shall in no event be liable to the
Purchaser for any further claims, particularly claims for damages not effecting
the goods themselves. This shall not apply where liability is enforced by law as
in cases of personal injury or of damage to private property pursuant to the
Product Liability Act or as in cases of intent gross negligence, or failure in
11. Sub-sections 1 to 10 shall apply accordingly to claims of the Purchaser
concerning repair, replacement, or damages originating from proposals or
advice given within the scope of the contract or originating from a breach or
statutory contractual obligations.
X. IMPOSSIBILITY OF PERFORMANCE: ADJUSTMENT OF CONTRACT
1. If the Supplier or the Purchaser are unable to perform their supplies or services,
general legal principles shall apply, subject to the following conditions:-
If the Supplier is held responsible for inability, the Purchaser is entitled to claim
damages. However, the liability of the Supplier shall be limited to 10% of the
value of that part of services or supplies which, owing to the inability, cannot be
put into useful operation. Damages of the Purchaser exceeding the said margin
of 10% are excluded. This does not apply where liability is enforced by law in
cases of intent or gross negligence. The right of the Purchaser to cancel the
Contract shall remain unaffected.
2. Insofar as unforeseen events as described under Section V Subsection 3
paragraph 1 materially affect the economic consequences or substance of the
supplies or services or have a major effect on the Supplier's business, the
Contract shall be adjusted reasonably with good faith. If this is not justifiable
from an economic point of view, the Supplier may cancel the Contract. If he
wishes to exercise this right of cancellation, he shall inform the Purchaser of
such an intention immediately after recognising the significance of the event.
This shall apply even where in the first instance an extension of the delivery
period has been agreed upon with the Purchaser.
XI. FURTHER CLAIMS FOR DAMAGES
Claims for damages on the part of the Purchaser arising from breach of secondary
contractual obligations, obligations during the stage of contractual negotiations and tort
are excluded. This does not apply where liability is enforced by law as in cases of
personal injury or of damage to private property pursuant to the Product Liability Act or
as in cases of intent or gross negligence. This limitation shall apply accordingly in
respect of the Purchaser.
XII. PLACE OF JURISDICTION
1. The parties hereby submit to the exclusive jurisdiction of the County Courts of
Landgericht, Bielefeld, Germany.
2. The parties hereto agree that their contractual relationship in connection with
the Supply and/or delivery of goods and services shall be governed by and
construed in accordance with the laws of the Republic of Germany.
XIII. VALIDITY OF CONTRACT
If any provision of this Contract is void the remaining part of the Contract shall remain
unaffected. This shall not apply if adherence to the Contract should mean an
unreasonable hardship to any one party.