General conditions of purchase

Purchasing Conditions 

Effective from: 03/2026 

  1. I) General 
  2. The following purchasing conditions (hereinafter “PC”) are part of all contractual  agreements of the affiliated companies of WRS IP interior projects GmbH (hereinafter  “WRS IP”). The contractual partner is always the company that concludes a contract with  WRS IP. The PC form the legal basis for all deliveries and services to WRS IP and apply  exclusively in this form. Business partners (“Business Partner”) are suppliers and service  providers from whom goods or services of any kind are procured, in particular services, work,  or assembly services, provided for WRS IP or for onward transfer to third parties with or  without additional processing. 
  3. Terms and conditions of the Business Partner in any form do not bind WRS IP, even if  not explicitly objected to. 
  4. Deviations from these PC or other side agreements require written form. This also applies  to the waiver of the written form requirement itself. 
  5. Should any provision of these PC be or become invalid, the validity of the remaining  provisions remains unaffected. 
  6. Only written orders are binding. Oral or telephone agreements only become binding after  written confirmation by WRS IP. The acceptance and execution of an order by the Business  Partner is deemed as agreement to these PC. 
  7. II) Price 
  8. All prices are stated plus statutory VAT, but include all costs for packaging, delivery,  insurance, and assembly, free at the receiving point. These are fixed prices and are not subject  to increase. Offers, cost estimates, visits, consulting, or planning services are free of charge  for WRS IP, unless otherwise agreed. 

III) Delivery Date 

  1. If the Business Partner delays delivery and thereby hinders WRS IP in its own services,  WRS IP is entitled to reject delayed deliveries without the need for a grace period.  Replacement deliveries from third parties may be procured at the Business Partner’s expense. In all other cases, the Business Partner must provide its services within a  reasonable grace period.
  2. Unless otherwise agreed, WRS IP may claim a contractual penalty of 0.5% of the net order  value for each day of delay. The maximum contractual penalty is 10% of the net order value.  Further claims for damages remain unaffected. Intermediate delivery dates are considered  binding contractual deadlines. Contractual penalties may be deducted directly from partial or  final invoices. 
  3. IV) Transport and Packaging 
  4. Transport, delivery, and complete unloading at the receiving point specified in the order are  at the Business Partner’s expense and risk. The risk passes to WRS IP upon handover at the  delivery location. 
  5. Delivery must be properly and transport-securely packaged. 
  6. V) Invoicing and Payment 
  7. Invoices must include number, date, and reference to the order and be VAT-deductible.  Payment periods start no earlier than receipt of the complete invoice including all required  supporting documents at WRS IP. Partial invoices require a separate agreement. 
  8. Invoices are payable within 30 days with 3% discount or within 60 days net, provided there  are no complaints and no offsetting occurs. 
  9. WRS IP may offset claims against the Business Partner with its own claims or claims of  affiliated companies. 
  10. The Business Partner may not offset claims against WRS IP or withhold services, except  as acknowledged in writing or legally determined. 
  11. Claims for damages or default interest due to late payments only arise after two  unsuccessful written reminders. 
  12. Rights and obligations under this contract may only be transferred with the written consent  of WRS IP. 
  13. Issued credit notes are cash-equivalent and may be redeemed at WRS IP’s discretion  against goods, services, or cash payment. 
  14. Securities such as retention, rebates, etc., must be structured to remain valid in case of  insolvency. 
  15. VI) Acceptance, Risk, and Warranty
  16. The Business Partner must timely notify completion and acceptance of work services. A  joint inspection is conducted to identify obvious defects. 
  17. Handover of goods or services before installation does not automatically constitute  acceptance. Acceptance occurs after proper installation. 
  18. WRS IP is not subject to inspection obligations under §§ 377 f UGB. 
  19. The Business Partner warrants that its deliveries and services are suitable for the intended  purpose. It must obtain necessary information about the purpose of use. 
  20. The Business Partner guarantees that deliveries comply with applicable laws and technical  standards. 
  21. The warranty period starts upon handover of the overall project to the customer. For  software, the same provisions apply accordingly. 
  22. Unless otherwise agreed, the warranty is 2 years for movable and 4 years for immovable  items. 
  23. Defects within the warranty period are deemed to have existed at the time of acceptance.  The Business Partner bears the burden of proof to the contrary. All damages are to be  compensated by the Business Partner, fault is not required. 
  24. The Business Partner is liable for subcontractors. Workers provided by WRS IP are  considered agents of the Business Partner. 
  25. Inspection obligations of WRS IP are excluded. 
  26. In the event of warranty claims, WRS IP may, at its discretion, request replacement  delivery, defect remediation, rescission, or price reduction. Costs for transport, inspections,  and travel are borne by the Business Partner. 
  27. Upon complete defect remediation, the warranty period for the entire service starts anew. 
  28. Deliveries are only deemed complete when all documentation, instructions, and software  in agreed languages have been provided. 

VII) Product Liability 

  1. The Business Partner indemnifies WRS IP for 7 years against claims for product liability  by third parties. 
  2. Designers are liable for damages resulting from design errors. 

VIII) Accident Prevention

  1. On the premises of WRS IP or its customers, the Business Partner must comply with all  accident and occupational safety regulations and complete a safety briefing. 
  2. IX) Amendments to Contract Content 
  3. Changes require confirmation via two independent communication channels, one of which  must be written. 
  4. Exceptions are physical signatures of authorized representatives. 
  5. X) Right of Withdrawal 
  6. In case of insolvency, over-indebtedness, or bankruptcy of the Business Partner, WRS IP may withdraw from the contract without a grace period. 
  7. Violations of legal provisions, codes of conduct, or PC also entitle WRS IP to immediate  withdrawal. 
  8. XI) Retention of Title 
  9. Deliveries are generally free from retention of title. 
  10. Supplied materials remain the property of WRS IP. Processing creates co-ownership  proportionate to value. Remaining quantities must be returned unless otherwise agreed. 

XII) Intellectual Property 

  1. All work results, drawings, samples, programs, and source codes remain the property of  WRS IP. Usage rights are exclusive and unrestricted. 
  2. Provided documents may only be used for contract fulfillment and must be returned upon  completion. 

XIII) Confidentiality 

  1. The Business Partner treats all documents and information confidentially and uses them  exclusively for contract fulfillment. 
  2. This obligation also applies for three years after contract termination and includes third party information.
  3. In case of violation, a contractual penalty of 10% of the order value, at least EUR 1,000, is  payable. 

XIV) Data Protection 

  1. WRS IP protects personal data in accordance with GDPR.  
  2. The Business Partner must comply with GDPR, assist with consents, and observe  processing obligations. 
  3. XV) Applicable Law and Jurisdiction 
  4. Jurisdiction is Göttingen, Germany. 
  5. Exclusively German law applies; UN sales law is excluded.