General Terms and Conditions of Sale and Delivery

Effective since: 03/2026 

Applicable to: WRS interior projects GmbH 

The following General Terms and Conditions of Sale and Delivery (hereinafter “GTC”) apply  to all transactions of WRS interior projects GmbH (hereinafter “WRS IP”). Contracts are  concluded exclusively on the basis of these GTC. The contracting party is the company with  which the specific business relationship is agreed. 

  1. I) General 
  2. Should any provision of these GTC or individual contracts be invalid or  unenforceable, the validity of the remaining provisions shall remain unaffected.  Invalid clauses shall be replaced by a valid provision that most closely reflects the  economic purpose. 
  3. The customer’s general terms and conditions shall not apply, even if they are not  expressly rejected. Amendments to these GTC require WRS IP’s written consent. 3. In the event of contradictions between individual contractual documents, the provision  most favorable to WRS IP shall apply. 
  4. All contracts are subject to statutory provisions; these GTC supplement or modify  them to the extent permitted by law. 
  5. II) Written Form 
  6. Declarations, offers, or agreements by WRS IP become binding only upon written  confirmation. The same applies to special agreements concluded by employees. All  declarations submitted by the customer, in particular withdrawal, defect notifications,  or objections, must also be in writing. 

III) Services, Conclusion of Contract, and Amendments 

  1. Offers by WRS IP are non-binding unless explicitly agreed otherwise. Cost estimates  are provided without guarantee. 
  2. Ownership and copyright of samples, drawings, or cost estimates remain with WRS  IP. 
  3. By placing an order, the customer declares bindingly their intention to commission the  order. A contract is concluded only upon written (i.e., in written or text form, e.g.,  letter, e-mail, or fax) order confirmation by WRS IP. Order confirmations, delivery  notes, and other confirmation documents from WRS IP are deemed correct by the  customer unless opposed in writing immediately, no later than 5 business days after  receipt. After the order is received, unilateral changes, additions, or cancellations are  no longer possible. 
  4. Preliminary order confirmations are issued if details are not yet final. The customer is  obliged to clarify these promptly. 
  5. WRS IP may engage suitable subcontractors. Objective objections of the customer to  subcontractors will be considered as far as reasonable. 
  6. Services not included in the offer require a separate agreement. 
  7. Conclusion of the contract is subject to correct and timely self-delivery by our  suppliers. This applies only if the non-delivery is not our responsibility, in particular in  the case of a congruent cover transaction with our supplier. 
  8. IV) Withdrawal from the Contract 
  9. Grounds for withdrawal are regulated in the sections on payment, delivery deadlines,  and retention of title. 
  10. Withdrawal can also be declared for parts of the order.
  11. In the event of withdrawal due to the customer’s breach of obligations, any pre performed services must be remunerated. 
  12. V) Prices 
  13. Prices are net, ex works or warehouse in Göttingen according to Incoterms 2020,  unless otherwise agreed, excluding incidental costs (e.g., packaging, assembly). 2. Lump-sum prices refer to the agreed scope of services; services not included are billed  separately. 
  14. Price adjustments are permissible if costs for materials, wages, transport, or energy  change between order placement and service provision. 
  15. The agreed prices are based on cost factors valid at the time of contract conclusion,  particularly for materials, wages, energy, transport, and third-party services. WRS IP is  entitled to adjust prices at its reasonable discretion (§ 315 BGB) if these cost factors  change after contract conclusion. 

o Price adjustments may also be based on publicly accessible indices, in  particular: 

  • Producer price index 
  • Construction price index 
  • Relevant commodity indices 

o WRS IP is entitled to select the appropriate index at its reasonable discretion. o Price increases of up to 10% of the order value are deemed caused by normal  market cost increases and do not require separate justification. 

o For higher adjustments, WRS IP will justify the adjustment appropriately  without being obliged to disclose internal calculations. 

o Adjustments may also apply if services are not rendered within 3 months of  contract conclusion. 

o Price adjustments must be communicated to the customer in text form and are  deemed agreed if the customer does not object within 7 days. 

  1. We are entitled to assign or transfer our claims against the buyer to third parties.  Customer payments are due immediately and must be made directly to us or  authorized third parties. The customer is in default without reminder at the latest 30  days after due date and receipt of an invoice or equivalent payment request. In the  event of late payment, if the customer is a consumer, default interest of 5% above the  respective base rate applies. Entrepreneurs must pay 9% above the base rate during  default. We reserve the right to claim higher default damages. Offsetting by the  customer is only possible with undisputed or legally established claims. The customer  has no right of retention in case of defects unless the retention is proportionate to the  defects and expected costs of remedial action. 
  2. If the customer fails to meet payment obligations, suspends payments, or WRS IP  becomes aware of other circumstances questioning the customer’s creditworthiness,  WRS IP is entitled to suspend further deliveries, make the entire remaining debt due,  and demand advance payments or security. In such cases, WRS IP may withdraw from  the contract without setting a grace period, provided the contract is not yet fulfilled. 
  3. VI) Currency and Exchange Rate 
  4. Export deliveries are generally invoiced in euros. Other currencies require separate  agreement. 

VII) Payment and Default 

  1. Standard payment terms: 
  • 50% upon order confirmation
  • 40% upon delivery/start of work 
  • 10% upon completion 
  1. Payments must be made exclusively to the accounts specified by WRS IP. 3. Default entitles WRS IP to charge default interest and collection costs. 4. In the event of customer insolvency, WRS IP may require advance payments,  securities, or withdrawal. 

VIII) Deadlines 

  1. Delivery periods start upon receipt of all required documents and any advance  payment. 
  2. Delays not caused by WRS IP extend the delivery period. 
  3. For assembly by WRS IP, rooms must be provided, accessible, illuminated, heated,  and clean; power and water connections must be available. 
  4. IX) Shipping and Assembly 
  5. Shipping is at the customer’s risk, even if freight-free delivery is agreed. 2. Assembly must be timely; delays caused by the customer incur additional costs. 3. Cleaning after assembly is the customer’s responsibility. Construction sites are left  broom-clean. 
  6. WRS IP does not perform assembly or connection of electrical devices, lighting, etc.,  unless separately agreed. 
  7. We may have assembly performed by subcontractors. Subcontractors are not  authorized to change the contract with the customer or perform work beyond WRS  IP’s contractual obligations. Subcontractors may accept handover/acceptance  declarations on our behalf. 
  8. If installation, assembly, or commissioning is delayed due to circumstances  attributable to the customer, the customer must bear reasonable costs for waiting time  and additional travel. The customer must also accept delays to the agreed completion  date. 
  9. Before assembly, the customer must provide information on hidden utilities  (electricity, gas, water, etc.) and necessary structural information. The customer must  ensure all preparatory work (masonry, plaster, flooring, ceiling, painting, etc.) is  completed by the agreed assembly date. 
  10. X) Liability 
  11. Claims against WRS IP exist only in cases of intent or gross negligence. 2. Minor negligence, consequential damages, and damages to third parties are excluded. 3. Claims must be asserted within 12 months of discovery, and at the latest 3 years after  performance. 
  12. XI) Warranty 
  13. WRS IP guarantees defect-free delivery at the time of handover, excluding customer supplied parts, improper use, or normal wear. 
  14. WRS IP limits the warranty period to 1 year, unless otherwise contractually agreed. 3. The customer must inspect the delivery immediately upon receipt and notify WRS IP  in writing without delay of any complaints or apparent or hidden defects, at the latest  within one week of receipt or discovery. The customer loses warranty and  compensation claims regarding missing guaranteed characteristics if the delivery is not  checked immediately, at the latest before processing, consumption, use, installation, or  resale, and WRS IP is not notified in writing within one week. After these periods, or  at the latest one year after delivery, all warranty and damage claims are excluded.
  15. WRS IP shall remedy defects initially at its discretion by repair or replacement.  Replaced parts become the property of WRS IP. If WRS IP seriously and definitively  refuses performance, refuses remedial action due to disproportionate costs, if the  remedy fails, or if performance is unreasonable for the customer, the customer may, at  their choice, demand only a reduction of remuneration (abatement) or rescission of the  contract (withdrawal) and compensation within the liability limits. In cases of minor  contractual breaches, particularly minor defects, the customer is not entitled to  withdraw. 
  16. Further claims, especially for consequential damages, are excluded to the extent  permitted by law. All claims for damages, including from positive contractual breach,  tort, and in particular product liability or other legal grounds, exist against us only in  cases of intent or gross negligence, to the extent legally permissible. For minor  negligence, we are liable if essential contractual obligations are breached and the  breach results from our organizational structure. These claims become statute-barred  in six months, with the limitation period beginning upon delivery. 
  17. For minor negligent breaches of duty, our liability is limited to the foreseeable,  contract-typical, direct average damage, considering the type of work. This also  applies to minor negligent breaches by our legal representatives or vicarious agents.  For entrepreneurs, we are not liable for minor negligent breaches of non-essential  contractual obligations. 

XII) Retention of Title 

  1. Delivered goods remain the property of WRS IP until full payment of all claims  arising from the business relationship. 
  2. Retention of title applies to entire projects, even if deliveries are made in parts. 3. Resale is permitted only with WRS IP’s consent; claims arising from resale are  assigned to WRS IP. 
  3. Connection or mixing of reserved goods results in co-ownership in proportion to the  value of the goods. 
  4. If WRS IP loses ownership of reserved goods because they become essential  components of real estate or a building, WRS IP may, until full payment of all claims  (including future claims) arising from the business relationship, remove and store the  delivered goods at the customer’s expense. Upon separation from the property or  building, the goods revert to WRS IP’s ownership. The customer is obliged to inform  WRS IP immediately of any existing liens or other third-party rights and to eliminate  them and, in general, to ensure the recovery of WRS IP’s unencumbered property. 

XIII) Provision of Customer Materials 

  1. Customer-supplied parts must be defect-free. 
  2. WRS IP may reject defective parts or take necessary corrective measures; costs are  borne by the customer. 
  3. Customers are obliged to provide WRS IP with all necessary information for  processing the parts. 

XIV) Intellectual Property, Advertising, Photos 

  1. All documents, drawings, and concepts remain the intellectual property of WRS IP. 2. WRS IP may use reference projects for advertising purposes, mentioning the  customer; photographs may be taken at WRS IP’s expense. 
  2. The customer assures WRS IP that they own all rights regarding construction, design,  etc., of the products to be delivered and do not infringe any third-party rights. The  customer will immediately inform WRS IP of any claims by third parties regarding the 

infringement of industrial property rights by the delivered products. The customer  must provide WRS IP with the necessary assistance in defending its rights. 

  1. XV) Data Protection 

WRS IP processes personal data of the customer only to fulfill the contract or based on  legitimate interests. The rights of data subjects (access, deletion, complaint) are respected. 

XVI) Consumer Transactions 

WRS IP generally concludes contracts only with entrepreneurs. Consumer transactions must  be explicitly indicated. 

XVII) Place of Performance and Jurisdiction 

Place of performance is Göttingen, Germany, unless otherwise agreed. Jurisdiction is  Göttingen; German law applies, excluding the United Nations Convention on Contracts for  the International Sale of Goods (CISG).