Real Clean is Built on Trust.
Terms & Conditions
Terms & Conditions from the company WHBG Walter Handels- und Beteiligungsgesellschaft mbH / Geschäftsführer Martin Walter / Oststrasse 64-70a / 22844 Norderstedt / Germany
1. Scope
1.1 The following terms apply to all sales of cleaning products as well as other goods and services of WHBG Walter Handels- und Beteiligungsgesellschaft mbH. They also apply to future contracts even if not expressly mentioned, unless the buyer is not a merchant within the meaning of the German Commercial Code (HGB). Any conflicting general terms and conditions and/or purchasing conditions of the customer are hereby expressly rejected. Should any provision of these terms be invalid or not applicable for any reason, the validity of the remaining provisions shall remain unaffected.
1.2 All agreements made between the seller and the buyer in the course of contract performance must be recorded in writing.
1.3 Conflicting or deviating general terms and conditions of the customer will not be accepted unless we have expressly agreed to their validity in writing. This also applies if, being aware of the customer’s differing or conflicting terms, we carry out deliveries or services without reservation.
2. Offers and Conclusion of Contract
2.1 Our offers are non-binding unless expressly agreed otherwise in writing. Orders or purchase requests (whether orally, by fax, letter, email with sender identification, telephone, or electronic data transmission) are only deemed accepted once confirmed in writing by us (fax, letter, email with sender identification, or electronic data transmission), a dispatch notification has been issued, delivery has been made, or an invoice has been created.
Acceptance of orders is subject to availability, even in the case of advance payment.
2.2 Drawings, illustrations, measurements, weights, or other performance data are binding only if expressly confirmed in writing.
2.3 Our employees and agents are not authorized to make verbal side agreements or provide assurances that extend beyond the content of the written contract. Such agreements are only binding if confirmed in writing.
2.4 Information provided by our employees, particularly regarding application possibilities or product composition, is non-binding and without guarantee. It does not release the buyer from the obligation to conduct their own tests and examinations. Compliance with legal and regulatory requirements for the use of the goods is solely the responsibility of the buyer.
3. Delivery and Acceptance
3.1 Delivery dates or periods, whether binding or non-binding, must be agreed in writing. The day of delivery is the day the goods leave our facility, that of a third party, or our warehouse, or are handed over to the buyer at the agreed place. If a fixed delivery date has been agreed in writing, the buyer must grant a reasonable grace period of four weeks in the event of delay, unless clause 3.3 applies.
3.2 Deliveries expedited at the buyer’s request will incur additional freight costs borne by the buyer.
3.3 Delays in delivery due to force majeure or unforeseeable events that significantly impede or make delivery impossible – such as operational disruptions, strikes, governmental orders, raw material shortages, or similar – release us from compliance with agreed delivery deadlines. In such cases, we may postpone delivery by the duration of the disruption plus a reasonable start-up time or withdraw from the contract in whole or in part. We are not obligated to source from other suppliers. Available goods may be allocated at our discretion.
3.4 If the events described in 3.3 increase production costs, we reserve the right to adjust prices accordingly. If the buyer rejects the price increase, we are entitled to withdraw from the contract.
3.5 If the disruption lasts longer than three months, the buyer is entitled, after granting a reasonable grace period, to withdraw from the contract regarding the unfulfilled part. Claims for damages due to delays caused by such events are excluded, provided we inform the buyer without undue delay.
3.6 In the event of delivery delay for which we are responsible, the buyer may claim compensation of 0.5% of the invoice value per completed week, but no more than 5% of the affected delivery value. Further claims are excluded unless the delay is due to gross negligence.
3.7 We are entitled to make partial deliveries unless unreasonable for the buyer.
3.8 Our obligation to deliver presupposes that the buyer fulfills their contractual obligations properly and on time.
3.9 If the buyer defaults on acceptance, we may claim damages. Upon default, the risk of accidental loss or deterioration of the goods transfers to the buyer.
3.10 Choice of shipping route and method is at our discretion. Customer preferences will be considered where possible, but any additional costs are borne by the buyer. Even in the case of carriage-paid delivery, the buyer must cover additional costs arising from freight increases, rerouting, or storage after contract conclusion.
3.11 The buyer or their customers must schedule call-offs of required quantities in good time to enable punctual delivery. Customer call-offs require prior written delivery orders from the buyer. The buyer is liable for incorrect specifications. Changes in scheduling are accepted if communicated in time; additional costs are borne by the buyer.
3.12 For pickups organized by the buyer, the buyer is responsible for ensuring:
a) vehicles are technically suitable for our loading facilities,
b) loading is carried out by trained staff in line with our guidelines,
c) proper receipt of goods is confirmed on the delivery note,
d) load securing complies with legal requirements,
e) compliance with safety rules at the delivery location,
f) vehicle gross weight limits are observed,
g) all cargo securing regulations are followed.
4. Prices
4.1 Unless otherwise stated, the prices in our offers remain valid for 30 days from the date of the offer. Otherwise, the prices in our order confirmation apply, plus applicable VAT. Additional deliveries and services will be charged separately.
4.2 Unless otherwise agreed, prices are ex works or warehouse, including standard packaging. Calculation is based on weights or quantities determined by us.
4.3 In the event of government or regulatory measures, particularly tax or customs increases, we may adjust prices during the contract term with immediate effect. This also applies to cost increases for raw materials used in production and delivery. Clause 3.4 applies additionally.
4.4 Products with EU approval: WHBG supplies products that can be used and resold both within and outside the EU. The customer must ensure that products are used only in compliance with applicable laws.
4.5 Products without EU approval: For products not approved for sale and use within the EU:
a) Delivery and use of such products are strictly for export outside the EU.
b) The customer must confirm in writing that these products will only be used or resold in countries where they are approved.
c) The customer bears full responsibility for compliance with legal requirements in the destination country and indemnifies WHBG from third-party claims.
5. Terms of Payment
5.1 Unless otherwise agreed, invoices are payable within 14 days of invoice date without deduction. After this period, the buyer is in default without the need for a reminder. Payments are first applied to older debts; if costs and interest have accrued, payments are applied first to costs, then interest, then the principal.
5.2 Payment is deemed made only when funds are available to us. In the case of checks, only when they are cleared.
5.3 Payments must be made directly to us. Our representatives or agents may collect payments only with written authorization.
5.4 Acceptance of bills of exchange or checks is on account of performance only. Discount charges and related costs are borne by the buyer. No discount is granted for bill payments.
5.5 If the buyer defaults, we may charge interest at the statutory default rate above the base rate (§ 288 para. 2 BGB). A lower damage amount applies if proven by the buyer. Higher damages may be claimed.
5.6 If circumstances arise that cast doubt on the buyer’s creditworthiness (e.g., returned checks, suspension of payment), we may declare all outstanding claims immediately due and require advance payment or security.
5.7 We are entitled to offset our claims against claims of the buyer.
5.8 The buyer may only offset, retain, or reduce payments if their counterclaims are legally established or undisputed. Otherwise, rights to refuse performance, retain, or offset are excluded.
6. Transfer of Risk
6.1 Risk of accidental loss or deterioration passes to the buyer upon delivery by our own or commissioned vehicles at the destination. The buyer must ensure claims against carriers are secured before unloading by having a neutral party record facts of damage.
6.2 For pickups organized by the buyer, the buyer must ensure vehicles are properly loaded by trained staff and comply with hazardous goods and load securing regulations.
6.3 Unloading and storage of goods are the buyer’s full responsibility and must be carried out promptly by trained staff.
6.4 For deliveries in tankers or bulk containers, the buyer is responsible for ensuring tanks or storage facilities are in proper condition. They must provide qualified staff and carry out connections to their intake equipment. Our obligation is limited to operating the tanker’s own equipment.
6.5 If our staff assist the buyer in unloading or pumping out and damage occurs, this is at the buyer’s sole risk and not our responsibility.
6.6 The above provisions also apply to deliveries by third-party carriers, to the extent liability could otherwise be attributed to us.
7. Warranty
7.1 We provide warranty for defects, shortages, or incorrect deliveries in accordance with legal provisions unless otherwise specified. The warranty covers the condition of the goods at transfer of risk (§ 6).
7.2 Warranty claims lapse if usage or maintenance instructions are not followed or changes are made to the goods, unless the buyer proves these did not cause the defect.
7.3 Defects must be reported in writing immediately, no later than one week after delivery, including supporting evidence, samples, packing slips, invoice number, date, and package markings. Hidden defects must be reported in writing immediately after discovery. Notifications of defects do not release the buyer from payment obligations.
7.4 In the case of valid defect claims, we may choose to repair or replace. Goods may only be returned with our consent. Samples serve only as non-binding illustrations unless expressly confirmed in writing. Advice on processing or application is given to the best of our knowledge but is non-binding. The buyer must test suitability independently. Minor deviations are not defects.
7.5 If replacement is not made within a reasonable period, the buyer may demand a reduction in price or withdraw from the contract. Once goods are processed, only a reduction in payment is possible. Further claims, especially for damages due to lost profits or financial losses, are excluded unless due to intent or gross negligence.
7.6 For buyers who are merchants under the HGB, warranty claims expire one year after the statutory limitation period begins. The same applies to claims for consequential damages unless based on tort.
8. Retention of Title
8.1 The goods delivered shall remain our property until full settlement of all claims (including all balance claims arising from current account) to which we are now or in the future entitled against the buyer on any legal grounds. The buyer may request the release of collateral if its value sustainably exceeds the outstanding claims by more than 20%. We shall decide which collateral is to be released.
8.2 Any processing or transformation of the goods by the buyer is carried out on our behalf as manufacturer, without creating any obligation for us. If our (co-)ownership expires as a result of combination or mixing, it is hereby agreed that the buyer’s (co-)ownership in the new item shall pass to us proportionally to the value (invoice value). The buyer shall store our (co-)ownership free of charge. Hereinafter, goods in which we retain (co-)ownership are referred to as “retained goods.”
8.3 The buyer is entitled to process or resell the retained goods in the ordinary course of business as long as the buyer is not in default of payment. Pledging or transfer by way of security of the retained goods is not permitted. The buyer hereby assigns to us, in full, all claims arising from the resale or on any other legal grounds (e.g., insurance benefits or tort) with respect to the retained goods. We grant the buyer revocable authority to collect the assigned claims for our account in the buyer’s own name. This collection authorization may be revoked if the buyer does not duly meet its payment obligations.
8.4 In the event of third-party actions against the retained goods, in particular seizures, the buyer shall point out our ownership and notify us without undue delay to enable us to enforce our ownership rights. The buyer shall bear any judicial or extrajudicial costs incurred, unless the third party assumes them.
8.5 In case of the buyer’s breach of contract, in particular default of payment, we are entitled to withdraw from the contract and demand the return of the retained goods.
9. Right of Withdrawal
9.1 After conclusion of a purchase contract, we are entitled to withdraw from the contract in whole or in part, or to demand advance payments or security, if changes occur in the buyer’s company or person that could jeopardize the contract. This applies in particular if the buyer’s financial situation or creditworthiness appears unfavorable or doubtful. Upon receipt of new orders or with call-offs under existing framework agreements, we may make further deliveries contingent upon prior payment of all outstanding claims. All amounts owed, including those for which bills of exchange have been accepted, may be declared immediately due. In the event of suspension of payments or insolvency, all discounts granted shall retroactively be deemed not granted, and rebates are excluded. If there are doubts about the buyer’s solvency, we may—without withdrawing from the contract—require advance payments or security for further deliveries. If the buyer fails to meet payment obligations or uses the goods impermissibly, we may suspend delivery, without prejudice to further claims.
9.2 If a payment default is not remedied even after the expiry of a reasonable grace period, we are entitled to withdraw from the contract or claim damages for non-performance. This applies in particular to follow-up transactions already agreed but not yet executed.
10. Liability
10.1 Claims for damages of any kind are excluded, irrespective of the nature of the breach of duty, including tort, unless caused by intent or gross negligence on our part.
10.2 In the event of a breach of essential contractual obligations, we are liable for any negligence, but only up to the amount of the foreseeable damage, capped at EUR 2.5 million. Claims for lost profits, savings not realized, third-party claims for damages, or other indirect or consequential damages are excluded, unless a quality guarantee explicitly serves to protect the buyer against such damages.
10.3 The limitations and exclusions of liability set out in clauses 10.1 and 10.2 do not apply to claims based on fraudulent conduct, liability for guaranteed characteristics, claims under the Product Liability Act, or damages resulting from injury to life, body, or health.
10.4 The limitations and exclusions of liability apply accordingly to our employees, workers, representatives, and vicarious agents.
11. Assignment
11.1 The buyer’s rights arising from business relations with the seller are not assignable.
12. Data Protection
12.1 In the course of order processing, we store personal and company data in accordance with applicable data protection regulations. Such data is processed and used exclusively for legitimate business purposes.
13. Applicable Law, Place of Jurisdiction, Severability
13.1 These Terms and Conditions and the entire legal relationship between seller and buyer are governed by the laws of the Federal Republic of Germany. The provisions of the UN Convention on Contracts for the International Sale of Goods (CISG) do not apply.
13.2 The place of performance for delivery and payment is our registered office.
13.3 If the buyer is a merchant, a legal entity under public law, or a special fund under public law, the place of jurisdiction is Norderstedt. This place of jurisdiction applies to all disputes arising directly or indirectly from the contractual relationship.
13.4 Should any provision of these Terms and Conditions or any provision of other agreements be or become invalid, the validity of the remaining provisions shall not be affected.
Status: Februar 2023