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Terms of delivery and payment of WENZEL Metrology GmbH
Valid from January 2026
For use with:
1.) A person who, at the time of conclusion of the contract, is acting in the exercise of their commercial or self-employed professional activity (company).
2.) Legal entities under public law or a special fund under public law.
The following terms of delivery and payment supplement the applicable law and form the basis of the delivery and service contracts of WENZEL Metrology GmbH (hereinafter referred to as WENZEL). Any deviating provisions of the customer shall only be binding on WENZEL if they have been expressly confirmed in writing.
I. Conclusion of contract
1.) The delivery and service contract shall only come into effect upon written order confirmation by WENZEL. Offers made by WENZEL are subject to change and non-binding unless they have been expressly designated as binding. Only the written order confirmation is binding. Any additions, amendments or verbal side agreements must be confirmed in writing to be effective. WENZEL reserves ownership rights, copyrights and other property rights to cost estimates, drawings and other documents. They may only be made accessible to third parties with the express permission of WENZEL.
II. Prices
1.) WENZEL's prices are quoted ex works in euros, plus the statutory value added tax applicable at the time of delivery, unless otherwise stated.
2.) Freight, postage, customs duties, assembly and packaging shall be paid by the customer, as shall any transport, theft or other insurance requested by the customer.
3.) Changes to the scope and design of the order made at the request of the customer after the order has been placed and confirmed shall be charged to the customer.
4.) Construction drawings, tools, samples and similar preparatory work initiated by the customer shall be invoiced separately.
III. Terms of payment
1.) Unless otherwise agreed, all WENZEL invoices are due immediately and without deduction.
2.) In the event of default, WENZEL is entitled to claim interest on arrears in accordance with the statutory provisions.
3.) If no special agreements have been made, payment for each individual item of goods shall be made in cash free of charge to WENZEL's paying agent as follows:a.) for measuring machines, special measuring equipment and measuring tools:
4.) If the customer is in default of payment, WENZEL is free to refuse further performance of the contract.
5.) If there is a significant risk to the payment claim, WENZEL is entitled to demand advance payments or sufficient security.
6.) The customer is only entitled to offset, even if notices of defects or counterclaims are asserted, if its claims have been legally established, recognized by WENZEL or are undisputed. The customer is only authorized to exercise a right of retention if its counterclaim is based on the same contractual relationship.
7.) The customer only has the right to withhold payments to the extent that its counterclaims are undisputed or have been legally established.
8.) Financing/Leasing: If the procurement of the machine is processed and financed via a bank, a leasing company or a financial service provider, it should be noted that the start and release for production of the machine is dependent on the complete clarification of the financing, completeness of all relevant documents and the entry of the leasing company into the contract. For this purpose, information on the leasing company, contact person, payment terms and the template of the entry are required. Guarantee costs are to be borne by the customer.
IV. Delivery period, delivery defects
1.) Delivery and performance periods and dates are only agreed for measuring machines and special measuring equipment. They are only approximate unless they are expressly confirmed in writing as binding in individual cases.
2.) Compliance by WENZEL presupposes that all documents, permits and approvals to be obtained by the customer have been provided, all obligations incumbent on the customer have been fulfilled and the down payment to be made has been received.
3.) Compliance with the delivery time is subject to correct and timely self-delivery.
4.) An agreed delivery period shall be deemed to have been met if the delivery item has left WENZEL's factory or notification of readiness for dispatch has been given by the time it expires.
5.) The delivery period shall be extended appropriately in the event of labor disputes or the occurrence of unforeseen obstacles beyond WENZEL's control.
6.) If the production requires an action by the customer, the delivery period shall not begin until this has been fully executed.
7.) If the delivery period is exceeded, a reasonable grace period of at least three weeks must be granted.
8.) If the customer is unable to accept delivery on the agreed date, he must inform WENZEL at least four (4) weeks before the delivery date. WENZEL reserves the right to charge storage costs amounting to one percent (1%) of the net order value for each month or part thereof. The maximum storage period is three (3) months. After that, the payment schedule remains in place, the transfer of risk is changed to "EXW" in accordance with Incoterms and the invoice is issued.
9.) If the customer does not accept the delivery on the delivery date, he must nevertheless pay the partial amount due.
V. Export Control
1.) Deliveries and services are subject to the proviso that there are no obstacles due to national or international regulations, in particular export control regulations and embargos or sanctions. The buyer undertakes to provide all information and documents required for export, transfer and import.
2.) Delays due to export inspections shall render deadlines and delivery times invalid. Claims for damages due to the aforementioned missed deadlines are excluded.
3.) The customer is obliged to inform WENZEL in writing if the product is used in connection with critical activities (e.g. chemical/nuclear weapons or human rights violations). If no notification is made, WENZEL assumes a civil end-use.
VI. Transfer of risk
1.) The risk shall pass to the customer at the latest upon dispatch of the goods, even if partial deliveries are made or WENZEL has undertaken the delivery and installation.
2.) If dispatch is delayed due to circumstances for which WENZEL is not responsible, the risk shall pass to the customer from the date of notification of readiness for dispatch.
3.) Partial deliveries are permissible insofar as they are reasonable for the customer.
VII. Retention of title
1.) WENZEL retains ownership until receipt of all payments from the contract and the ongoing business relationship. The final release of software licenses shall only take place after full receipt of payment.
2.) WENZEL is entitled to insure the delivery item against damage at the customer's expense, unless the customer provides proof of such insurance himself.
3.) The customer is entitled to resell the goods in the ordinary course of business and hereby assigns all resulting claims to WENZEL as security.
4.) Other disposals are prohibited. WENZEL must be notified immediately of any access by third parties (seizure).
5.) WENZEL shall release securities as soon as their realizable value exceeds the claims by more than 10%.
6.) In the event of default in payment, WENZEL is entitled to take back the delivery item after issuing a reminder.
VIII. Warranty, Liability
1.) The warranty period is 12 months for newly manufactured items and 6 months for used products. The period begins with acceptance or transfer of risk. If acceptance is delayed through no fault of WENZEL, it shall be deemed to have taken place no later than 4 weeks (EU/Switzerland) or eight (8) weeks (abroad) after delivery.
2.) Obvious defects must be reported in writing within one week of receipt.
3.) Other defects must be reported to WENZEL within one week of discovery.
4.) WENZEL shall provide supplementary performance at its own discretion by repairing the defect or supplying a new item.
5.) WENZEL is liable for damages resulting from injury to life, body or health as well as according to the Product Liability Act. For other damages, liability is limited to the foreseeable, typically occurring damage.
IX. Limitation period
1.) All claims of the customer shall become statute-barred in 12 months. The statutory periods apply to claims for damages and defects in buildings.
X. Use of software
1.) The customer is granted a non-exclusive right to use the software on the delivery item intended for this purpose. Use on more than one system is prohibited.
2.) Commissioning for regular measuring operations is only permitted after signed acceptance. The machine is deemed to have been accepted as soon as the customer uses it productively. The software activation takes place only after acceptance and payment of the final invoice.
XI. Cancellation
1.) Cancellation after receipt of the order confirmation is generally excluded (except for statutory rights of withdrawal).
2.) The buyer has the right to withdraw from the contract without giving reasons upon payment of a cancellation fee of 30% of the purchase price. If part of the delivery or service has already been provided, withdrawal is only possible if the costs of the service provided plus the cancellation fee are paid.
XII. Place of performance, place of jurisdiction, applicable law
1.) The place of performance for all deliveries and payments is the registered office of WENZEL.
2.) For all disputes arising from the contractual relationship, Aschaffenburg is agreed as the place of jurisdiction if the customer is a registered trader.
3.) The contractual relationship shall be governed exclusively by the law of the Federal Republic of Germany. The application of the UN Convention on Contracts for the International Sale of Goods is excluded.
XIII. Final provisions
1.) The invalidity of individual provisions shall not affect the validity of the remaining provisions. All declarations affecting the validity of the contractual relationship must be made in writing.
Status: 01/2026