Placing an order implies that our customer fully accepts the terms and conditions of sale stated below and acknowledges them as binding for both parties.
These terms and conditions govern every purchase and sale entered into between the parties, unless expressly agreed otherwise in writing and countersigned by both parties. This implies that our customer acknowledges that the terms and conditions, if any, appearing on their order forms do not apply to the contractual relationship between the parties. This also implies that any actual deviations from these terms and conditions of sale – even repeated ones that remain unchallenged by WELL STRALER – are to be considered a mere concession by WELL STRALER, which they may retract or terminate at any time. Any conduct contrary to these terms and conditions of sale, even if it were to occur repeatedly, does not entitle the buyer to invoke them and does not constitute an acquired right on their part.
Orders placed through WELL STRALER representatives can only be considered binding for WELL STRALER after written confirmation from them. Even with written confirmation, WELL STRALER reserves the right to cancel the purchase without compensation in the event of insolvency, impending insolvency, or even mere rumors thereof. In such cases, WELL STRALER may also demand, at any time, the deposit of a sufficient security deposit to cover payment by the customer for WELL STRALER's delivery.
The goods sold remain the property of WELL STRALER until the buyer has paid the purchase price in full, even if the delivered goods have been processed; in such cases, WELL STRALER's ownership of the processed products will be transferred.
Indications in catalogs, brochures, and prices are non-binding. All information contained therein may be changed or amended by WELL STRALER at any time. The goods are sold, delivered, and accepted at WELL STRALER's warehouses. Even if the goods are shipped carriage paid, F.O.B., or C.I.F., they always travel at the buyer's risk.
If WELL STRALER wishes to exercise its retention of title, which it is entitled to in the event of non-payment of invoices by the due date, it is entitled to charge a fixed amount of 20% of the invoice price of the retrieved goods, including VAT, for the reimbursement of its goods.
Delivery times are provided for information purposes only and without any obligation on WELL STRALER's part. Failure to comply with these terms by WELL STRALER does not entitle the customer to compensation; in such a case, the customer may not cancel the order, except in the event of excessive delay. In the event of force majeure, the seller is released from all obligations. Force majeure is considered to include: general/partial strikes, lockouts, unrest, riots, accidents, machine breakdown, frost, infectious disease, exceptional flooding, fire, and other events occurring at WELL STRALER or one or more of its suppliers.
Orders to be collected from WELL STRALER's warehouses must be collected promptly on the designated date. In the absence of collection and a registered notice of default remaining unanswered for five days, WELL STRALER is entitled to either declare the sale and purchase cancelled to the buyer's detriment, with compensation set at 20% of the total invoice amount, including VAT, or to ship the goods to the buyer's address at their expense.
To be valid, all complaints regarding non-conformity of the delivered goods/invoice must be submitted within eight days of delivery or the invoice being sent. Complaints regarding quantity must be submitted at the time of delivery. Complaints regarding latent defects must be formally notified to the customer by registered letter within 8 days of discovering the defects. Goods that have already been processed cannot, under any circumstances, be the subject of complaints regarding non-conformity.
If the complaint is found to be justified, WELL STRALER's liability is limited to replacing the non-conforming goods, excluding any compensation. The buyer will, if necessary, indemnify WELL STRALER against all claims from subcontractors or third parties, whether or not based on civil liability.
All payments must be made in cash at WELL STRALER's registered office or into its bank account. Failure to pay within 10 days of the invoice date will automatically and without notice incur a late payment interest of 1% per month.
Each month commenced counts as a full month. Drawing bills of exchange does not imply novation, so that all conditions stipulated above and below continue to apply.
Bills of exchange are accepted by WELL STRALER as payment, provided they are accepted, domiciled, and signed for aval by a solvent third party on behalf of the drawee; the discounting costs, with a due date set at no later than 3 months, are borne by the buyer.
In the event of non-payment after 1 month—aside from the aforementioned—the buyer is automatically and without notice liable to pay a fixed compensation of 12% of the amount or balance due.
A payment reminder that remains unanswered by the buyer automatically and without notice renders all invoices due, unless prior installments have been agreed upon, regardless of this, and bills of exchange have been accepted by WELL STRALER in payment.
The Courts and Justices of the Peace in the seller's jurisdiction have jurisdiction over all disputes; however, if the seller so chooses, they may summon the seller before the territorially competent court, in accordance with the rules of the Judicial Code.
Unless agreed in writing, we will not accept any deduction of discounts for cash payments.
With regard to companies, the ordering party—a natural person—is jointly and severally liable with the buyer-debtor as co-debtor.