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I. General Provisions

1. The scope of deliveries and/or services (hereinafter referred to as
"Supplies") shall be determined by the written declarations of both Parties.
General Terms and Conditions of the Purchaser shall apply only if and when
expressly accepted in writing by the supplier or the provider of services
(hereinafter referred to as "Supplier“).
2. The Supplier’s Business Terms shall apply for all future transactions with
the Purchaser, even if no further express reference is made to them in the
individual case.
3. The Supplier’s Business Terms shall apply only with respect to
enterprises, legal persons under public law, or separate assets under public
4. The Supplier herewith reserves any industrial property rights and/or
copyrights pertaining to its cost estimates, drawings and other documents
(hereinafter referred to as "Documents"). The Documents shall not be made
accessible to third parties without the Supplier’s prior consent and shall, upon
request, be returned without undue delay to the Supplier if the contract is not
awarded to the Supplier. Sentences 1 and 2 shall apply mutatis mutandis to
Documents of the Purchaser; these may, however, be made accessible to third
parties to whom the Supplier may rightfully transfer Supplies.
5. The Purchaser shall have the non-exclusive right to use standard software,
provided that it re-mains unchanged, is used within the agreed performance
parameters, and on the agreed equip-ment. The Purchaser may make one back-up
copy without express agreement.
6. Oversupplies, partial and short supplies as well as adaptations to the
Supplier’s packing units are permissible insofar as they are acceptable for the

II. Offers, Prices and Terms of Payment

1. Offers of the Supplier are not binding in quantity, price and period
of delivery. Orders shall be binding for the Supplier only if and as far as he
has issued a confirmation of order or has shown his acceptance by effecting
2. Prices shall be ex works and exclude packing; value added tax ("VAT")
shall be added at the then applicable rate.
3. If the Supplier has agreed to carry out installation, assembly or
servicing work, unless otherwise agreed upon, the Purchaser shall pay the agreed
remuneration and any incidental costs required, i.e. travelling expenses, costs
for the transport of tools and equipment, and for personal luggage, as well as
per diem allowances.
4. Unless otherwise indicated in the confirmation of order, the Supplier
requires payment to be made within 14 days net after date of invoice without any
deductions; in particular, a deduction of cash discount or the settlement of
bank charges require a special written agreement.
5. If the Purchaser is responsible for a delay in payment, the Supplier is
entitled to claim default in-terest at 8 per cent points over the respective
basic rate of interest, pursuant to § 247 German Civil Code (= "Bürgerliches
Gesetzbuch", "BGB"). If the Supplier is able to prove that there was higher
damage caused by delay, he is entitled to assert a claim for this as well.
6. The Purchaser may set off only those claims that are undisputed or against
which no legal re-course is possible.

III. Reservation of Ownership

1. Items pertaining to the Supplies ("Retained Goods“, i.e. with the
reservation of ownership in favour of the Supplier) shall remain the property of
the Supplier until each and every claim asserted by the Supplier against the
Purchaser arising out of a business connection has been satisfied. If the value
of the overall security rights awarded to the Supplier exceeds the value of all
secured claims by more than 20%, the Supplier shall release a corresponding
portion of the security rights, if so requested by the Purchaser.
2. For the duration of the Reservation of Ownership, the Purchaser may not
pledge the Retained Goods or use them as security, and resale shall be possible
only for resellers in the ordinary course of their business and only on
condition that the reseller receives payment from his cus-tomer or makes the
transfer of property to the customer dependent upon the customer's fulfilling
his obligation to effect payment.
3. a) If the Purchaser resells Retained Goods, he will already at this
specific date assign by way of security any of his future claims against his
customers arising from this resale, along with all accessory rights – including
any potential net claims – without the requirement to issue any specific
declarations later on. Where Retained Goods are resold together with other
items, however, without contracting an individual price for such Retained Goods,
the Purchaser will assign to the Supplier with preference to the remaining
claims such a portion of the total price due which is equivalent to the price of
the Retained Goods invoiced by the Supplier.
b) Upon substantiation of evidence for a justified interest, the Purchaser
has to provide the Sup-plier with the information and underlying documentation
required for the assertion of his rights against the customer.
c) Subject to revocation, the Purchaser is authorised to collect the assigned
claims arising from resale. On the basis of an important and sound reason, in
particular with regard to default in payment, suspension of payment, the
petition to institute insolvency proceedings, and the pro-test of bills, or in
the event that substantiated indications for an overindebtedness or imminent
insolvency on the part of the Purchaser are presented, the Supplier is entitled
to revoke the Purchaser's authorisation for the collection of claims. After
prior warning - under observance of an adequate deadline - the Supplier, in
addition, may disclose the assignment of securities, may utilise the assigned
claims and last but not least, may demand the Purchaser's disclosure of the
assignment of security towards the customer.
4. a) The Purchaser is allowed to process the Retained Goods or to combine
them with other items. Processing, mixture or combining activities (in the
following referred to as "processing activi-ties") are performed for the
Supplier. The Purchaser holds the new corporeal object in custody for the
Supplier with the diligence of a prudent businessman. The new corporeal object
is qualified as being Retained Goods.
b) When processing with other corporeal objects not belonging to the
Supplier, the latter is awarded co-ownership in the new corporeal object at the
proportionate amount which results from the ratio of the value of the processed,
mixed or combined (in the following referred to as "processed") Retained Goods
to the value of the remaining processed goods at the date of performing any
processing activities. Assuming the Purchaser acquires sole ownership in the new
corporeal object, both contracting parties – the Supplier and the Purchaser –
agree that the Purchaser grants co-ownership to the Supplier in the new
corporeal object arising from processing activities in proportion to the value
of the processed Retained Goods to the remaining processed goods at the date of
performing processing activities.
c) In case of selling the new item, the Purchaser shall herewith assign to
the Supplier his claim against the customer arising from the resale, together
with all accessory rights, without calling for any further particular
declarations. The assignment of such a claim is, however, valid only to the
amount which is equivalent to the value of the processed Retained Goods that the
Sup-plier had invoiced. The portion of the claim assigned to the Supplier shall
be satisfied with preference. As to the authorisation of collection, including
the prerequisites for its revocation, No. 3.c) above shall apply mutatis
d) If the Purchaser combines Retained Goods with real estate or movable
assets, then the Pur-chaser will also assign his claim which has been awarded to
him as remuneration for such a combination – without the requirement to issue
any further declarations – to the Supplier with all accessory rights by way of
security and in ratio to the value of the combined Retained Goods to the
remaining combined goods at the date of combination.
5. The Purchaser shall inform the Supplier forthwith of any pledge, seizure
or other alienation or act of intervention by third parties.
6. Where the Purchaser fails to fulfil his duties, especially with respect to
default in payment, and after an unsuccessful expiry of an adequate time limit
set to the Purchaser to make payment due, the Supplier shall be entitled to
withdraw from the contract and to take back the Retained Goods; the legal
provisions regarding the dispensability of setting a deadline remain unaffected
therefrom. The Purchaser is obliged to surrender the Retained Goods.
7. The Purchaser is authorised to assign the claim arising from the resale
within the scope of proper factoring, provided that the Supplier is notified of
this assignment in advance and that the pro-ceeds of factoring amount to at
least the invoiced value of his Retained Goods, i.e. the goods in his ownership
according to No. 1 above, or the goods in his joint ownership according to No. 4
a-bove, from the sale of which the respective claim arises. The Purchaser hereby
assigns to the Supplier already now all claims and other entitlements against
the factor arising from the sale of the claims assigned to the Supplier by way
of security; they shall serve similarly as security for his claims. The Supplier
hereby accepts the above-mentioned assignments.

IV. Delivery Deadlines, Delays

1. Delivery times set for Supplies can be observed only if all the
Documents to be supplied by the Purchaser, the necessary permits and releases,
especially concerning plans, are received on time and if agreed terms of payment
and other obligations of the Purchaser are fulfilled. Unless these conditions
are fulfilled on time, delivery times set shall be extended correspondingly;
this shall not apply where the Supplier is responsible for the delay.
2. If non-observance of the delivery times set is due to force majeure such
as mobilization, war, re-bellion or similar events, e.g. strike or lockout, such
delivery times shall be extended accordingly.
3. Even if a delivery time is agreed upon and confirmed, the Supplier shall
not be in default of deliv-ery until he has received a written reminder. Should
the Supplier be in default of delivery, the Pur-chaser shall set a reasonable
additional period of time for delivery of at least two weeks.
4. If the Supplier is responsible for the delay (hereinafter referred to as
"Delay") and the Purchaser demonstrably has suffered a loss therefrom, the
Purchaser may claim compensation as liquidated damages of 0.5% for every full
week of Delay, but in no case to exceed a total of 5% of the price of that part
of the Supplies which, because of the Delay, could not be put to the intended
5. The Purchaser’s claims for damages due to delayed Supplies as well as
claims for damages in lieu of performance exceeding the limits specified in No.
4 above shall be excluded in all cases of delayed Supplies even after expiry of
a statutory period of time set to the Supplier to effect deliv-ery of the
Supplies. This shall not apply in cases of mandatory liability based on intent,
gross neg-ligence, or due to injury to life, body or health; the above
provisions do not imply a change in the burden of proof to the detriment of the
Purchaser. A withdrawal from the contract by the Purchaser within the scope of
the legal provisions shall be limited to cases where the Supplier is responsible
for the delay.
6. At the Supplier’s request, the Purchaser shall declare within a reasonable
period of time whether or not he will withdraw from the contract and / or ask
for damages in lieu of Supplies because of the delayed Supplies, or insists upon
delivery of the Supplies.

7. If dispatch or shipment is delayed at the Purchaser’s request by more than
one month after notice of the readiness for dispatch was given, the Purchaser
may be charged, for every month com-menced, storage costs of 0.5% of the price
of the items of the Supplies, but in no case more than a total of 5 %. The
parties to the contract may prove that higher or, as the case may be, lower
storage costs have been incurred.

V. Passing of Risk

1. Even where delivery has been agreed upon freight free, the risk shall
pass to the Purchaser if the Supplies do not include installation or assembly at
the time when the Supplies had been shipped or picked up by the carrier. Upon
request of the Purchaser, the Supplier shall insure the Supplies against the
usual risks of transport at the expense of the Purchaser
2. The risk shall pass to the Purchaser if dispatch, shipping, the start or
performance of installation or assembly, the taking over in his own works or a
trial run is delayed for reasons for which the Pur-chaser is responsible, or if
the Purchaser has otherwise failed to accept the Supplies.

VI. Installation and Assembly

In the course of business between Purchaser and Supplier not

VII. Taking Delivery of Supplies

The Purchaser shall not refuse to take delivery of Supplies due to minor

VIII. Defects as to Quality

The Supplier shall be liable for defects as to quality ("Sachmängel",
hereinafter referred to as "De-fects") as follows:
1. All parts or services where a Defect becomes apparent within the
limitation period shall, at the discretion of the Supplier, be repaired,
replaced or provided again free of charge, irrespective of the hours of
operation elapsed, provided that the reason for the Defect had already existed
at the time when the risk passed. The use of the products in Offshore
installations is only permitted by separate agreement of the supplier.
2. Claims based on Defects or for Damages are subject to a limitation period
of 24 months from the time of passing of the risk. This provision shall not
apply where longer periods are prescribed by law according to Sec. 438, Para.1,
No.2 (Constructions and Things used for Construction), Sec. 479, Para.1 (Right
of Recourse), and Sec. 634a, Para.1, No.2 (Construction Defects) Ger-man Civil
Code ("BGB") as well as in cases of injury to life, body or health, or where the
Supplier intentionally or by gross negligence fails to fulfil his obligation or
fraudulently conceals a Defect. The legal provisions regarding suspension of the
running of time (“Ablaufhemmung”), hindrance (“Hemmung”) and the re-commencement
of limitation periods remain unaffected.
3. The warranty rights of the Purchaser require that he has duly met the
obligations of examination and notification of defects incumbent upon him under
§ 377 German Commercial Code (= "Han-delsgesetzbuch", "HGB"). The Purchaser
shall notify the Supplier of any defects in writing and without undue delay.
4. In the case of the notification of a Defect, the Purchaser may withhold
payment to a reasonable extent, taking into account the Defect occurred. The
Purchaser, however, may withhold payment only if the subject-matter of the
notification of the Defect occurred is justified beyond doubt. Unjus-tified
notifications of Defect shall entitle the Supplier to have his expenses
reimbursed by the Pur-chaser.

5. The Supplier shall first be given the opportunity to complete his
performance ("Nacherfüllung") within a reasonable period of time.
6. If completion of performance is unsuccessful, the Purchaser shall be
entitled to withdraw from the contract or reduce the remuneration, irrespective
of any claims for damages he may have accord-ing to Clause XI.
7. There shall be no claims based on Defects in cases of insignificant
deviations from the agreed upon quality, of only minor impairment of usefulness,
of natural wear and tear or damage arising after the passing of risk from faulty
or negligent handling, excessive strain, unsuitable equipment, defective
assembly, inappropriate site or from particular external influences not assumed
under the contract, or from non-reproducible software errors. Claims based on
defects attributable to im-proper modifications or repair work carried out by
the Purchaser or third parties and the conse-quences thereof shall likewise be
8. The Purchaser shall have no claim with respect to expenses incurred in the
course of completion of performance, including travelling expenses, costs for
transport, labour, and material, to the ex-tent that expenses are increased
because the corporeal object of the Supplies was subsequently brought to a
location other than the Purchaser’s place of business, unless by doing so, this
com-plies with the intended use of the Supplies.
9. The Purchaser’s Right of Recourse against the Supplier pursuant to Sec.
478 German Civil Code ("BGB") is limited to cases where the Purchaser has not
concluded an agreement with his cus-tomers exceeding the scope of the statutory
provisions governing claims based on Defects. More-over, No.8 above shall apply
mutatis mutandis to the scope of the Right of Recourse the Pur-chaser has
against the Supplier pursuant to Sec. 478, Para.2 German Civil Code ("BGB").
10. Furthermore, the provisions of Clause XI (Other Claims for Damages) shall
apply in respect of claims for damages. Any other claims of the Purchaser
against the Supplier or his agents or any such claims exceeding the claims
provided for in Clause VIII, based on a Defect, shall be ex-cluded.
11. The Purchaser alone shall be responsible for the compliance with
statutory, official and trade as-sociation regulations in the use of our

IX. Industrial Property Rights and Copyright, Defects in

1. Unless otherwise agreed, the Supplier shall provide the Supplies free
from third parties’ industrial property rights and copyrights (hereinafter
referred to as "IPR") with respect to the country of the place of destination.
If a third party asserts a justified claim against the Purchaser based on an
in-fringement of an IPR with respect to the Supplies made by the Supplier and
then used in confor-mity with the contract, the Supplier shall be liable to the
Purchaser within the time period stipulated in Clause VIII No. 2 as follows:
a) The Supplier shall choose whether to acquire, at his own expense, the
right to use the IPR with respect to the Supplies concerned or whether to modify
the Supplies in such a way that they no longer infringe upon the IPR or replace
them. If this would be an unreasonable de-mand upon the Supplier, the Purchaser
may rescind the contract or reduce remuneration pur-suant to the applicable
statutory provisions.
b) The Supplier’s liability to pay damages shall be governed by Clause
c) The above obligations of the Supplier shall apply only if the Purchaser
(i) immediately notifies the Supplier of any such claim asserted by the third
party in writing, (ii) does not concede the existence of an infringement and
(iii) leaves any protective measures and settlement negotia-tions to the
discretion of the Supplier. If the Purchaser stops using the Supplies in order
to re-duce the damage or for any other good reason, he shall be obliged to point
out to the third party that no acknowledgement of the alleged infringement may
be inferred from the fact that use has been discontinued.
2. Claims of the Purchaser shall be excluded if he himself is responsible for
the infringement of an IPR.
3. Claims of the Purchaser shall also be excluded if the infringement of the
IPR is caused by specifi-cations made by the Purchaser, to a type of use not
foreseeable by the Supplier, or to the Sup-plies being modified by the Purchaser
or being used together with products not provided by the Supplier.
4. In addition, with respect to claims by the Purchaser pursuant to No. 1 a)
above, Clause VIII Nos. 4, 5, and 9 shall apply mutatis mutandis in the event of
an infringement of an IPR.
5. Where other Defects in Title occur, Clause VIII shall apply mutatis
6. Any other claims of the Purchaser against the Supplier or his agents or
any such claims exceeding the claims provided for in Clause IX, based on a
Defect in Title, shall be excluded.

X. Impossibility of Performance, Adaptation of Contract

1. To the extent that the delivery of Supplies is impossible, the
Purchaser shall be entitled to claim damages, unless the Supplier is not
responsible for the impossibility. The Purchaser’s claim for damages shall,
however, be limited to an amount of 10% of the value of that part of the
Supplies, which, owing to the impossibility, cannot be put to the intended use.
This limitation shall not apply in the case of mandatory liability based on
intent, gross negligence or injury to life, body or health; this does not imply
a change in the burden of proof to the detriment of the Purchaser. The right of
the Purchaser to withdraw from the contract shall remain unaffected.
2. Where unforeseeable events within the meaning of Clause IV No.2
substantially change the eco-nomic importance or the contents of the Supplies or
considerably affect the Supplier’s business, the contract shall be adapted,
taking into account the principles of reasonableness and good faith. Where doing
so is economically unreasonable, the Supplier shall have the right to withdraw
from the contract. If the Supplier intends to exercise his right to withdraw
from the contract, he shall no-tify the Purchaser thereof without undue delay
after having realised the scope of repercussion; this shall also apply even
where an extension of the delivery period had previously been agreed upon with
the Purchaser.

XI. Other Claims for Damages

1. Any claims for damages and reimbursement of expenses the Purchaser may
have (hereinafter referred to as "Claims for Damages"), irrespective of whatever
legal reason, including infringement of duties arising in connection with the
contract or tort, shall be excluded.
2. The above shall not apply in the case of mandatory liability, e. g. under
the German Product Liabil-ity Act ("Produkthaftungsgesetz"), in the case of
intent, gross negligence, injury to life, body or health, or breach of a
condition substantial to a contractual obligation "wesentliche
Vertragspflich-ten"). However, Claims for Damages arising from a breach of a
condition substantial to a contrac-tual obligation shall be limited to the
foreseeable damage which is intrinsic to the contract, unless caused by intent
or gross negligence or based on liability for injury to life, body or health.
The above provision does not imply a change in the burden of proof to the
detriment of the Purchaser.

3. To the extent that the Purchaser has a valid Claim for Damages according
to Clause XI, he shall be barred by lapse of time upon expiration of the
limitation period applicable to Defects pursuant to Clause VIII No. 2. In the
case of Claims for Damages under the German Product Liability Act, the statutory
provisions governing limitation periods shall apply.

XII. Jurisdictional Venue, Applicable Law and Data

1. If the Purchaser is a business person, sole jurisdictional venue for
all disputes arising directly or indirectly out of the contract shall be the
Supplier’s place of business. However, the Supplier may also bring an action at
the Purchaser’s place of business.
2. German Substantive Law shall govern legal relations existing in connection
with this contract, to the exclusion of the United Nations Convention on
Contracts for the International Sale of Goods (CISG).
3. In accordance with § 33 Federal Data Protection Act (=
"Bundesdatenschutzgesetz", "BDSG"), the Purchaser is advised that the Supplier
will store his data .The data will be processed in compli-ance with the
provisions of both the Federal Data Protection Act and the Telecommunications
Data Protection Act.

XIII. Contractual Validity Clause (Saving Clause)

The legal invalidity of one or more provisions of this contract shall in
no way affect the validity of the remaining provisions. This shall not apply if
it would be unreasonable for one of the parties to continue the contract.

WAGO Elektronik Sanayi ve Ticaret Ltd. Şti.

Y. Dudullu Mah. Bayraktar Bulvarı Cad. Hattat Sok. No. 10 34775 Ümraniye - Istanbul
Tlf.: +90 216 472 1133
Fax: +90 216 472 9910
E-mail: info.tr@wago.com

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