General Terms and Conditions of Sale, Delivery and Lease
(1) These Terms and Conditions of Sale, Delivery and Lease (hereinafter „Terms and Conditions”) apply – with the exception of purchase of deliveries and services – for any legal transaction with wige SOLUTIONS Buschstraße 9, 53340 Meckenheim, Germany (hereinafter “WIGE”) exclusively.
(2) Differing provisions of the contractual partner (hereinafter “Customer”) or his general conditions and terms shall not apply, except if explicitly agreed upon in writing. This requirement of consent also applies, for example, if WIGE starts with the delivery or service without making any reservation against Customer terms.
(1) All offers from WIGE are subject to change and nonbinding. A contract is only concluded once WIGE has confirmed the Customer’s binding order in writing. Only WIGE’s written order confirmation shall be decisive for the scope of the services to be rendered by WIGE and for the time of delivery. The order confirmation shall state whether the deliveries and services of WIGE are a purchase, a rental or the provision of services.
(2) Drawings, dimensions, weights and other performance data stated in brochures or any other information provided to the Customer are only binding if explicitly agreed in writing. Such specifications are no warranty of features, not even if they are standard specifications such as the DIN standard.
(3) At the latest when placing the order with WIGE or providing the service, the Customer has agreed to the terms and conditions contained herein.
(1) Unless otherwise stipulated in the order confirmation, the prices specified within the order confirmation are valid as per current price list of WIGE plus value added tax at the applicable statutory rate, any other possible taxes (withholding tax etc.), customs or any other applicable fees, and costs for packaging and freight. These costs, charges, taxes, customs and other duties shall be borne by the Customer.
(2) Customer agrees to indemnify and hold WIGE harmless against any and all administrative instructions by any State or jurisdiction where Customer performs his activities, as well as any judgment holding the Customer liable for withholding taxes on its payments. The Customer will indemnify WIGE against the full amount of the withholding taxes as well as any associated penalties or interest.
(3) Deliveries and services are subject to the precondition that there are no obstacles due to national or international regulations, in particular export control regulations as well as embargoes or other sanctions (cf. § 10).
(4) Any information provided by WIGE in an offer respectively the order confirmation regarding expenses for personnel and material depend on the timeline specified in the offer or order confirmation, respectively. The Customer is aware that any changes may lead to an adaption of personnel and material costs.
(5) The daily rate for personnel covers a maximum of 10 working hours, including any travel and break times. Overtime hours are billed separately.
(6) If the delivery time specified by WIGE in the offer may only be met by way of express delivery due to delayed commissioning by the Customer, any additional costs arising for such express delivery shall be borne by the Customer. The same applies if WIGE is only able to meet the agreed delivery time by way of express delivery due to unforeseen or inevitable difficulties, such as powers of nature, or strikes. Such additional costs will be billed separately.
(7) Notwithstanding the provision set forth in Section 13 hereof, WIGE may adjust the remuneration appropriately and taking into account the principle of equivalence with regard to the Customer by means of a written adjustment declaration, in particular if cost reductions or cost increases occur several months after the conclusion of the contract, in particular due to salary adjustments, collective wage agreements or changes in the price of materials. WIGE shall prove the reason and extent of any cost changes to the customer transparently upon request. If the Customer does not terminate the contract within two weeks after receipt of the notice of adjustment (special right of termination), the new remuneration shall be deemed agreed. WIGE shall point this out in the adjustment notice.
(8) The placing of orders is binding. If WIGE agrees as a gesture of goodwill to take back partial quantities of unused and originally packaged products ordered by the Customer in excess, WIGE shall be entitled to a re-stocking fee of 15 percent of the list price.
(9) The price is due and payable net within 10 days from the date of the invoice. However, WIGE shall be entitled at any time, even within the framework of an ongoing business relationship, to execute a delivery or service in whole or in part only against advance payment.
(10) In the event Customer exceeds the due date for payment, interest in the amount of 9 percentage points above the respective base interest rate p.a. shall accrue. WIGE reserves all rights to claim further damages for delay as well as a lump sum compensation for collecting delayed payments in the amount of 40,00 EUR.
(11) Customer shall be entitled to offset only insofar as the Customer’s counterclaim is undisputed or assessed in a legally binding judgment and if such claim is based on the same transaction.
(1) The Customer shall be obliged to cooperate in the performance of WIGE’s services to the extent that this is necessary and reasonable (in particular provision of information, access to installation/event locations, storage and work areas, power and Internet supply, frequencies, etc.) or has been expressly agreed in the contract. The Customer shall provide its cooperation services in due time and free of charge.
(2) The Customer shall bear the consequences of missing, insufficient or untimely cooperation, in particular the additional costs incurred by WIGE therefrom.
(1) The date of delivery is non-binding for WIGE, unless otherwise explicitly stipulated as fixed date in the order confirmation.
(2) Delivery is conditioned upon timely and proper performance of all duties of the Customer and upon clarification of all technical questions. (3) WIGE is authorized to employ subcontractors or other companies of the WIGE group to provide its services.
(1) Unless otherwise stipulated in the order confirmation, delivery of goods shall be performed FCA Meckenheim (INCOTERMS 2020).
(2) Besides, the risk of accidental loss and accidental deterioration of the goods shall pass to the Customer upon handover at the latest. In the case of a sale by delivery, however, the risk of accidental loss and accidental deterioration of the goods as well as the risk of delay shall pass to the freight forwarder, carrier or any other person or institution designated to carry out the shipment. If acceptance has been agreed, this shall be decisive for the transfer of risk. The handover shall be deemed to have taken place if the Customer is in default of acceptance. (3) If the Customer is in default of acceptance, fails to cooperate or if the delivery is delayed by WIGE for other reasons caused by Customer, WIGE shall be entitled to demand compensation for the resulting damage, including additional expenses (e. g. storage costs).
(1) WIGE retains title until all present and future payments arising from the purchase contract and current business relationship (secured claims) with the Customer have been settled.
(2) Customer is obliged to handle the goods with due care. Customer has to insure all goods against fire and water damages as well as theft on his own expense.
(3) Customer shall immediately inform WIGE in writing if the goods become subject of distrait or any other encumbrances of third parties. In this event, WIGE is entitled to immediately claim repossession of the goods.
(4) Customer shall be authorized until further notice to resell goods in course of his regular business. In case of conclusion of a contract with a third party the Customer hereby assigns all claims arising out of such resale in the sum of the final invoice amount (including value-added tax). WIGE hereby accepts such assignment. Notwithstanding WIGE’s right to claim direct payment, Customer shall be entitled to receive the payment on the assigned claims. WIGE agrees not to demand payment on the assigned claims to the extent the Customer complies with all his obligations for payment.
(5) WIGE undertakes to release securities upon Customer’s request insofar as the securities exceed the security claim by more than 10 %.
(1) In case of material defects WIGE will, at WIGE’s sole discretion, remedy the defects or deliver a conforming good.
(2) If, in addition and in accordance with the quotation confirmation, WIGE and Customer entered into a Service Level Agreement (SLA) for a specific service or product (e.g. “Cloud Service” or a “Subscription”), the provisions contained therein shall be the final regulation taking precedence to these Terms and Conditions.
(3) The warranty period for brand-new goods is 2 years from handover of the goods, for wear parts (i.e. parts that may lose their functionality within their service life if used as intended, such as rechargeable batteries, batteries) only 1 year. In case of used goods, the warranty granted by WIGE from the date of delivery of the goods depends on the age of the equipment:
(3.1) Device age 1-2 years: 2 years warranty;
(3.2) Device age 2-4 years: 1 year warranty;
(3.3) Device age 5 years or older: no warranty.
(4) The Customer’s claims for defects are subject to the Customer having complied with his statutory inspection and notification obligations (§§ 377, 381 HGB). If a defect becomes apparent during delivery, inspection or at any time thereafter, WIGE must be notified immediately in writing. In any case, obvious defects must be reported in writing within 2 working days of delivery and defects not visible during the inspection within the same period of time after discovery. If the Customer fails to properly inspect the goods and/or report defects, WIGE’s liability for defects not reported, not reported in time or not reported properly is excluded in accordance with the statutory provisions.
(5) The warranty is void in case Customer opens or alters the product without prior written consent of WIGE.
(6) The products may include software including open-source components provided by third parties. Any software provided by WIGE shall be provided in accordance with the respective licence terms. WIGE expressly disclaims all warranties and guarantees with respect to such software, including, but not limited to, all implied warranties of merchantability and fitness for a particular purpose. In no event shall WIGE or its licensors be liable for any direct, indirect, consequential, incidental, punitive, exemplary or special damages or any other damages whatsoever arising out of or in connection with the use or performance of the software. This limitation does not apply to liability for death or personal injury resulting from the negligence of WIGE or its licensors where applicable law prohibits such limitation.
(7) The Customer must not, directly or indirectly:
(a) disassemble, decompile or reverse engineer, or allow a third party to reverse disassemble, decompile or reverse engineer the whole or any part of the equipment or any software used or supplied with the equipment or otherwise attempt or allow any other party to obtain the algorithms by which the equipment perform their functions except as and to the extent that the Customer is authorized to do so under these Terms and Conditions; nor
(b) combine, incorporate or use any item of equipment or software in connection with the equipment or services in any way other than where approved in writing by WIGE or in accordance with this Agreement.
(1) The aforementioned additional warranty (cf. § 8.3) as well as any other additional warranty for goods regulated in an SLA or otherwise in individual cases (together “Manufacturer’s Warranty”) shall generally be granted to Customers of system integrators, distributors or other intermediaries (“End Customers”).
(2) Claims under the Manufacturer’s Warranty may only be asserted against WIGE itself, but not against such Customers of WIGE who do not directly use the goods themselves for their intended purpose, but integrate them into systems for further distribution or otherwise independently further distribute or sell them (e.g. system integrators, distributors or other intermediaries; together “Intermediaries”).
(3) The additional warranty set forth in § 8(3) is conditioned upon the End Customer’s compliance with the requirements of § 8. The warranty period of the Manufacturer’s Warranty shall commence with the delivery of the goods to the respective intermediary; for the intermediaries, the warranty period set forth set forth in § 8(3) shall be extended by an additional three months’ period as a courtesy. The claims of the End Customer shall be satisfied primarily by way of the Manufacturer’s Warranty, but his statutory warranty and defect rights shall remain unaffected.
(4) The intermediary shall inform the End Customer in due time about the Manufacturer’s Warranty and its conditions (e.g. on time limits, exclusion, assertion).
(5) The intermediary shall notify WIGE without delay as soon as an End Customer asserts the Manufacturer’s Warranty against the intermediary and provide WIGE with all information necessary for processing (including contact information of the End Customer, on the product, on the asserted defect, time of handover of the product to the intermediary). Alternatively, the intermediary may forward the End Customer’s request directly to WIGE.
(6) The Manufacturer’s Warranty does not apply to the intermediary himself. The statutory warranty and defect rights of the intermediary shall remain unaffected.
(1) The Customer is responsible for ensuring that any required import, export and freight licences etc. are available. Accordingly, the Customer undertakes to provide all information, documents, approvals and certificates required for export, import or shipment without delay at his own expense.
(2) If there are delays in the provision of services due to the aforementioned procedures and measures (approval, examination or information procedures, etc.), the deadlines and delivery dates shall be postponed accordingly, unless WIGE is solely responsible for this delay. (3) If parts of the service should then become legally impossible, the contract shall be considered as not concluded in this respect. The remaining part shall continue to exist, unless the Customer proves that the remaining part is no longer of interest to him. The Customer has no claims or rights due to a delay or because of a complete or partial cancellation of the contract.
(4) WIGE shall be released from its performance obligations if any legally binding notices, directives or statutory or other public law provisions oppose the fulfilment. This applies in particular for export control, import control and embargo or quota regulations as well as foreign exchange restrictions. The same applies for agents and suppliers if employed by WIGE.
(1) In case of damages to life, body or health as well as damages under the terms of the German Product Liability Act, WIGE shall be liable according to statutory law.
(2) For any other damages in case of breach of any contractual obligations WIGE shall be liable as provided below:
(2.1) In case of fraudulent intent, intent or gross negligence of WIGE’s legal representatives or executive employees, WIGE shall be liable according to statutory law.
(2.2) In case of damages caused by negligent breach of fundamental contractual obligations (1. alternative) as well as for damages caused by intent or gross negligence of WIGE’s vicarious agents without breach of fundamental contractual obligations (2. alternative) WIGE’s liability shall be limited to the typical damage. Fundamental contractual obligations are duties being a prerequisite for enabling the proper fulfilment of the contract. All other liability for slight negligence shall be excluded.
(2.3) WIGE shall not be liable for any loss of profit, indirect damages, consequential damages and any other possible claims of third parties, e.g. in case of a breakdown of data lines.
(2.4) WIGE shall not be liable for damages or delays of the delivery of the goods which have been exposed to an export to a country outside of Germany (so-called export control risk) unless the Customer can prove that the damage cannot be related to the import-related official measures and WIGE is to be held responsible for it.
(3) For any other damages not due to a breach of contractual obligations, WIGE’s liability shall be limited to damages caused by intent or gross negligence of WIGE’s legal representatives or executive employees.
(4) WIGE shall not be liable for claims for damages in connection with the purchase of used goods – irrespective of their legal basis – unless WIGE, its legal representative or agent have grossly negligently or intentionally violated their obligations.
(5) Any liability not expressly provided for above shall be disclaimed.
(6) Insofar as liability is not excluded or a limitation of liability has been individually agreed upon and the provisions of applicable law permit, the liability of WIGE shall be limited to the respective contract value stated in the contract / order confirmation.
(1) WIGE shall be relieved from its contractual obligations in cases of force majeure. Force majeure applies in particular, but not limited to, in cases of war, flood, natural catastrophes, pandemics/epidemics as well as in any other cases where incidents are beyond control of WIGE, e.g. water ingress, power blackout and disconnection or destruction of data-carrying conductions.
(2) In the event of force majeure, the provisions of § 19 of these General Terms and Conditions shall apply in all other respects (unless otherwise specified in the order confirmation).
(1) WIGE shall have the unilateral right to terminate or withdraw from the agreement with the Customer if a change in the applicable laws or, e.g. a supply shortage for which WIGE is not responsible leads to a fundamental change in the contractual circumstances. Fundamental changes shall include, but are not limited to circumstances:
(1.1) where the contractually obliged provision or receipt of services is rendered impossible;
(1.2) where the continuation of the contract would place a substantial and significant financial burden on WIGE which was not foreseeable in this way at the time of the conclusion of the contract. Such a substantial and significant burden is generally inferred when the contractual costs increases by at least 10 percent;
(1.3) where the performance of the contract would be against the then applicable competition law.
(1.4) where WIGE is “let down” by sub-suppliers through no fault of its own (reservation of self-supply). (2) In any event, WIGE shall particularly be entitled to impose on the Customer all costs caused by the Customer as a result of the withdrawal of the United Kingdom from the European Union, in particular the costs of importing and exporting a delivery to the United Kingdom for the Customer.
(1) Exclusive place of jurisdiction is Bonn and place of performance is Meckenheim, unless otherwise stipulated in the order confirmation.
(2) The relationship between WIGE and Customer shall be governed by the laws of the Federal Republic of Germany excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG), the Hague Uniform Laws on the Sale of Goods and the Vienna Convention on Contracts for the International Sale of Goods. Special Provisions applicable to Leases and the Provision of Additional Services as well as Software In addition to the Terms and Conditions provided for above the following provisions shall apply to the lease of equipment (hereinafter “Leased Equipment”) and (if and insofar applicable on the basis of WIGE’s order confirmation) to the provision of additional services:
WIGE reserves the right to provide the Customer with a functional equivalent Leased Equipment instead of the ordered Leased Equipment.
(1) Customer shall treat the Leased Equipment diligently and carefully and shall retain the original case used for delivery of the Leased Equipment.
(2) Customer is only entitled to sublet or otherwise cede the Leased Equipment to any third party with the prior written consent of WIGE. Even if such consent has been obtained, the Customer remains responsible for any fraudulent or negligent behaviour of the third party when using the Leased Equipment.
(3) Repairs by Customer or his authorized representative regarding the Leased Equipment are only allowed upon prior written consent of WIGE. (4) Customer shall not be allowed to carry out alterations of any kind to the Leased Equipment or to open it. In case of an alteration any costs for restoration to the original site shall be borne by the Customer.
(1) If the Leased Equipment is about radio-transmitting and -receiving equipment, for i.e. Voice, Music, Data, Video, these radio sets will be delivered with pre-selected frequency unless otherwise agreed.
(2) Transfer and use of Leased Equipment abroad shall only be allowed upon WIGE’s prior written consent.
(3) Fees and costs according to the fulfilment of governmental requirements shall be borne by Customer.
(4) Customer shall be responsible for all aspects of an event where the Leased Equipment is used and shall obtain all necessary official approvals if required.
(1) The term of the contract is stipulated in the order confirmation.
(2) Either party may terminate the contract with immediate effect only for cause by way of written declaration to the respective other party. Good cause is given for WIGE in particular in case of repeatedly delayed payments by the Customer, if the Customer enters into insolvency proceedings or otherwise fails to fulfil his obligations under the contract despite having received a warning by WIGE.
(3) The Customer undertakes to return at his own expense the Leased Equipment cleaned, in original condition and in the original case in which the Leased Equipment was initially delivered, after the lease ends. The return is only possible during WIGE’s business hours.
(4) If the Customer does not return the Leased Equipment upon the end of lease WIGE reserves the right to claim the stipulated or usual rent as loss-of-use indemnification for the duration of the delayed return.
(5) If the Customer loses or breaks the Leased Equipment or for any other reason is not able to return it to WIGE upon the end of the lease, the applicable list price will be invoiced to the Customer.
(1) In principle, the Customer shall bear the risk of the execution of the contract or the event planned by the Customer and of achieving the lease purpose planned by the Customer (with the exception of the services that WIGE must provide or is responsible for under the contract); this applies in particular to the services actually used as well as to external circumstances that could make the implementation of the contract difficult or even impossible (i.e. also in cases of force majeure).
(2) The Customer shall only be entitled to terminate or withdraw from the Lease Agreement if WIGE is at fault for this withdrawal (e. g. because the service is impossible or the Leased Equipment has deteriorated) or the possibility of withdrawal or termination (“Cancellation”) has been agreed in writing. Cancellation shall be precluded after commencement of the Lease Period.
(3) In case an explicit right of Cancellation (termination or withdrawal) has been agreed upon, the Customer shall pay the following lump sums (unless otherwise agreed upon in the order confirmation), whereby the Customer shall have the right to prove that WIGE has incurred no or less damage than the following lump sums. In the event of the contractually agreed right of termination or withdrawal, the price owed by the Customer for the calculation of the lump sums (in the absence of deviating provisions in the order confirmation) shall include all components of the order price such as lease price and services or work (e.g. for preparation of the Leased Equipment, configuration, installation, etc.) as well as any third-party services already contracted.
(3.1) Up to 3 months before the beginning of the lease period or provision of the services, the obligation to pay the lease price shall be waived, with the exception of costs and expenses incurred by WIGE up to this point in time.
(3.2) Between 3 months and one month before the beginning of the lease period, 50 percent of the originally agreed lease price must be paid.
(3.3) Between one month and 10 days before the beginning of the lease period, 80 percent of the originally agreed lease price must be paid. (3.4) From 10 days before the beginning of the lease period, a (contractually agreed) withdrawal or termination by the Customer is in any case precluded and the full lease price must be paid.
(4) WIGE shall make reasonable efforts to reduce the price to be paid by the Customer in the cases specified in section 18.3. Therefore, WIGE shall attempt, to the extent possible and reasonable, to terminate contracts with third parties and to use the goods/services already ordered or prepared or which can no longer be cancelled or be used for other events or other Customers.
(1) If, at the beginning of the lease period, during an obligatory inspection or at any time thereafter, a defect in the Leased Equipment becomes apparent, WIGE must be notified immediately in writing. In any case, obvious defects must be reported in writing within 2 working days from the beginning of the lease period and defects not visible during the inspection within the same period from the time of discovery.
(2) If the Customer fails to properly inspect the goods and/or report defects, WIGE’s liability for defects not reported, not reported in time or not reported properly is excluded in accordance with the statutory provisions.
(3) Warranty and liability for damages which were present at handover (Sec. 536a of the German Civil Code) shall be disclaimed unless WIGE acted deliberately or with gross negligence.
(4) Warranty period is one year starting from the end of the year when the entitlement was established and the Customer became aware of the circumstances justifying the claim or was able to acquire such knowledge without gross negligence.
(1) WIGE reserves all rights to the intellectual property of the Leased Equipment and to the developments during or within the scope of the contract (e.g. copyrights; works and copyrightable works including computer programs, software, firmware or source code; patents and inventions; trade secrets and know-how; database rights, drawings, etc.).
(2) The Customer shall not use WIGE’s intellectual property beyond the purpose of the contract unless such use is absolutely necessary for the performance of the contract (e.g. within the scope of the use of the Leased Equipment).
(3) Moreover, these GTC shall not contain any provisions by which the intellectual property of WIGE would be transferred / licensed to the Customer. § 8 paragraph 6 shall apply accordingly.
(1) In case WIGE takes on additional services according to the order confirmation, e.g. the provision of personnel or assembling or Support (First or Second Level Support), WIGE shall only provide the services explicitly stipulated in the order confirmation.
(2) In case of assembling and setup as well as support, Customers must duly perform all preliminary works at the place of performance that are necessary for WIGE to fulfil its services without undue delay and under adequate working conditions. WIGE shall not be obliged to check equipment made available by Customer.
(3) If assembling, setup and start-up are delayed due to reasons beyond WIGE’s control, Customer undertakes to bear any costs incurred according to the current price list of WIGE.
(4) WIGE shall provide its services with the diligence of a prudent businessman and according to the state-of-the-art. As a basic principle, contractual work services are not subject to the contract.
(5) Unless otherwise agreed, WIGE shall be free to appoint any individual to provide the required services. While choosing the personnel WIGE will reasonably take the Customer’s interests into account.
(6) Both during the performance of services and for a period of two years after its termination, Customer shall be prohibited from poaching employees of WIGE or attempting to do so, from inciting third parties to poach them or from assisting them in poaching activities. For each case of violation of this prohibition, Customer shall pay a contractual penalty in the amount of one gross monthly salary per poaching attempt. Each individual poaching attempt against each individual employee is considered an independent violation. The assertion of further damages remains unaffected.
(1) Unless otherwise provided, all information exchanged between WIGE and the Customer shall be treated as secret and strictly confidential and shall be secured by appropriate protective measures. For the duration of the contractual relationship and beyond, the Customer may not make this confidential information available to any third party.
(2) Confidential information in this sense shall be deemed to include, irrespective of the medium in which it is contained, in particular information on products, manufacturing processes, know-how/business secrets, business relations, business strategies, business plans, financial planning, personnel matters. This confidential information was not previously known or readily accessible either in its entirety or in its details. The confidential information is therefore of economic value and there is a legitimate interest in keeping them confidential.
(3) Confidential information shall be protected by WIGE by means of appropriate secrecy measures and shall be protected accordingly by the Customer.
(4) All information obtained by the Customer from WIGE or created within the scope of an order/contract, including the work results, shall be returned to WIGE by the Customer after termination of the contract, including all copies made, or deleted and/or destroyed upon request. In case of deletion and/or destruction, the reconstruction of the information must be excluded. The complete return or deletion and/or destruction shall be confirmed in writing by the Customer upon request.
(5) This obligation of secrecy does not apply to information that is lawfully obvious or otherwise lawfully obtained – also from third parties – as well as independent developments of the Customer outside the services. The burden of proof that such information was obtained lawfully or that it is not an independent development outside WIGE’ services, lies with Customer.
(6) Legal and official disclosure obligations remain unaffected. The Customer may transmit confidential information of WIGE to group companies and its vicarious agents only with the written consent of WIGE and subject to a confidentiality obligation.
(7) For the purposes of this confidentiality stipulations, also such information shall be protected as confidential information that is not covered by the German Trade Secret Protection Act.
(8) The Customer shall not acquire any ownership or (beyond the use of the confidential information for purposes of the execution of the contract) further rights of use of the confidential information of WIGE. The Customer (as recipient of confidential information) shall refrain from exploiting or imitating the confidential information outside of the contractual agreements in any manner whatsoever (in particular by way of so-called “reverse engineering”) or from having it exploited or imitated by third parties and in particular from applying for industrial property rights – in particular trademarks, designs, patents or utility models – to the confidential information.
If the provision of additional services by WIGE is connected with the processing of personal data of the Customer, the parties shall conclude the order processing agreement provided by WIGE for this purpose or any further agreements that may be necessary. Information on the processing of personal data can be found at
Released: February 2023
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