General Terms and Conditions of Sale and Delivery for WMF Coffee Machines and Appliances

2.1 The offers of WMF are subject to change and non-binding, unless WMF informs otherwise.

2.2 Orders become binding for WMF by their written or explicit confirmation (also invoice or delivery note) or when WMF executes the order, in particular WMF fulfills the order by sending the products. An order confirmation created with the help of automatic equipment that lacks a signature and name reproduction is considered to be in writing. If the order confirmation contains obvious errors, spelling mistakes, or calculation errors, it is not binding for WMF. Otherwise, all agreements require the written confirmation of WMF. The same applies to supplements, amendments, and ancillary agreements.

2.3 WMF reserves all property rights, copyrights and other industrial property rights to all offer documents. Such documents may not be made accessible to third parties. The Buyer shall return all offer documents to WMF immediately upon WMF's request if they are no longer required in the ordinary course of business. The same applies in particular to all other documents, drafts, samples, specimens, and models.

2.4. The products offered on the WMF websites are not deemed to be contractual offers; they are merely invitations to place an order. When placing an order via the websites provided by WMF, the Customer can select the respective WMF products and place them in the shopping basket. The Customer's order becomes binding when the Customer clicks on the "Buy now" button in the shopping cart area at the end of the ordering process. The Customer may edit the data he/she enters in the ordering process as well as the contents of the shopping cart at any time before clicking the "Buy now" button, or cancel the ordering process by leaving the website. WMF may save the text of the contract after the order has been placed, although this text is not accessible to the Customer. After placing an order, the Customer receives a confirmation of receipt of this order. This confirmation does not constitute acceptance of the Customer's offer by WMF, but merely serves to inform the Customer that his order has been received. The agreement becomes effective if WMF confirms the order within two weeks by sending a written order confirmation or if the respective products have been delivered to the Customer. Order confirmations that are created using automated processes and do not bear a signature or name are nevertheless deemed to be in writing. Order confirmations that contain obvious errors, spelling mistakes or miscalculations do not obligate WMF. The language available for the conclusion of the agreement is exclusively German. Translations into other languages are for your information only. In the event of contradictions between the German text and the translation, the German text shall take precedence.

3.1 Our prices are net ex works plus the applicable VAT rate and including packaging.

3.2 In the absence of a special agreement, invoices from WMF are payable 21 days after receipt without any deductions. If this payment deadline is exceeded, WMF is entitled to demand interest in the amount of 9 percentage points above the applicable base interest rate and a lump-sum payment in the amount of 40 euros for internal or external collection measures, subject to the assertion of higher default damages without a reminder. Further claims of WMF remain unaffected.

3.3 Cheques shall only be accepted in lieu of payment. Cash payments are excluded.

3.4 WMF reserves the right to use payments to settle the oldest invoice items plus the default interest and costs accrued thereon, in the order: costs, interest, principal claim.

3.5 The Buyer shall only be entitled to set-off rights if its counterclaims are legally established, undisputed or recognised by WMF. The Buyer may only assert a right of retention if its counterclaim is based on the same contractual relationship.

3.6 If, after the conclusion of the agreement, WMF obtains knowledge of facts about a significant deterioration in the financial circumstances of the Buyer that, according to its dutiful discretion, are suitable to jeopardize its claim to the compensation, WMF may demand suitable security within a reasonable period of time or advance payments or performance upon compensation until the time of its performance. WMF is also entitled to revoke payment terms granted. If the Buyer does not comply with WMF's justified request or does not comply with it in a timely manner, WMF may withdraw from the agreement or demand damages instead of performance. If the Buyer is in arrears with a partial performance, WMF can immediately demand immediate payment of the entire remaining claim and, in the event of a delay in performance caused by a significant deterioration of the financial situation, withdraw from the agreement without granting a grace period or demand damages instead of performance. In the event of a delay in performance that is not due to a deterioration in the financial situation, WMF may withdraw from the contract after the fruitless expiry of a reasonable deadline.

3.7 In the case of foreign transactions, payment shall be made prior to delivery, notwithstanding clause 3.2, unless otherwise agreed in writing in advance.

4.1 The quality of the products is determined by the agreed performance characteristics (in particular type, quantity, quality, functionality, compatibility, interoperability and other characteristics of the products). If WMF and the Buyer have agreed on a quality, a purpose, certain accessories or certain instructions, only this quality, the suitability for this purpose, these accessories and these instructions are owed. In this respect, in particular, the usual use of the products or the condition of the products, the accessories or the instructions which the buyer can expect without agreement shall not be relevant. This does not apply insofar as a consumer goods purchase (end customer is a consumer) takes place at the end of the supply chain.

4.2 Delivery periods are non-binding unless otherwise expressly agreed. Partial deliveries are permissible. If a fixed delivery date has been agreed, the Buyer shall set a reasonable grace period in the event of a delay on the part of WMF. If the delivery is still not made by the end of the grace period, the Buyer shall be entitled to withdraw from the agreement.

4.3 The delivery period shall commence on the date of dispatch of the order confirmation and shall be deemed to have been complied with if the goods have left the factory/warehouse by the end of the delivery period or, in the event that dispatch is impossible, notification has been given that the goods are ready for dispatch. If subsequent amendments to the contract are agreed, the delivery date or the delivery period shall be agreed again. Compliance with the delivery time is subject to proper, in particular timely, self-delivery by WMF, unless WMF is responsible for the reason for the improper self-delivery. In the event of improper self-delivery, WMF is entitled to withdraw from the agreement. WMF will inform the Buyer immediately if WMF exercises its right to withdraw from the agreement and return any advance payments made by the Buyer.

4.4 The adherence to agreed deadlines for deliveries requires the timely receipt of all documents to be provided by the Buyer, required approvals and releases, in particular of plans, as well as the adherence to the agreed payment terms and other contractual obligations by the Buyer. If these prerequisites are not fulfilled in a timely manner, the deadlines will be extended appropriately; this does not apply if WMF is responsible for the delay.

4.5 Unless special agreements are made, call orders must be accepted within six months after WMF has notified them of their readiness for delivery. After expiry of this period, WMF is entitled to demand acceptance.

4.6 If non-compliance with the deadlines is due to force majeure - regardless of whether it occurred in the plants of WMF or at its upstream suppliers - this includes in particular official interventions, operational disruptions, industrial disputes, pandemics, delays in the delivery of essential raw and auxiliary materials - or similar events, e.g. strike or lockout, the deadlines will be extended appropriately. If delivery or performance becomes impossible due to the aforementioned events, WMF is released from the delivery obligation without the Buyer being able to claim damages. If the performance is no longer of interest to the Buyer due to the delay, the Buyer may withdraw from the agreement after setting a reasonable grace period. If the aforementioned obstacles occur at the Buyer, the same legal consequences also apply to the Buyer's acceptance obligation if the Buyer informs WMF in writing in due time before the order is processed. The Contractual Partners are obligated to inform the other party of the aforementioned obstacles without delay.

4.7. Insofar as unforeseeable events within the meaning of Section 4.6 significantly change the economic significance or the content of the delivery or have a significant impact on WMF's operations, the agreement will be adjusted appropriately in good faith. If this is not economically justifiable, WMF has the right to withdraw from the agreement. If WMF wants to make use of this right of withdrawal, it must inform the Buyer immediately after realizing the consequences of the event, even if an extension of the delivery time was initially agreed with the Buyer.

4.8 If the Buyer does not accept the goods, WMF is entitled to withdraw from the contract after setting a reasonable grace period or to demand damages instead of performance. In the latter case, WMF is entitled to demand either compensation for the actual damage incurred or, without providing evidence of damage, 20% of the purchase price. The Buyer expressly reserves the right to prove that WMF has incurred lower damages or no damages at all.

4.9 The Buyer shall proceed as instructed by WMF with used devices taken in payment. No cash discount shall be granted from the redemption amount.

4.10 The purchaser receives a printed instruction manual for each machine, the instructions of which must be followed. The laying of the pipes for water up to the machine or up to the stopcock for the water supply and for electricity up to the machine or up to the socket with which the machine can be disconnected from the mains at all poles, as well as the drain, are the responsibility of the buyer. Any resulting costs shall be borne by the purchaser. WMF service technicians are only authorised to establish the connection between the machine and the connection points leading to it. WMF assumes no liability for compliance with general and local regulations for on-site installation work. WMF service technicians are not authorised to make breakthroughs and/or drill holes, etc. on worktops/counters or their substructures and the like. This is also the responsibility of the Buyer.

4.11 In the case of cross-border deliveries, the Buyer shall make all declarations and perform all acts necessary for export from Germany and import into the country of destination in good time vis-à-vis the competent authorities, in particular procure the documents necessary for customs clearance and comply with the requirements for any export controls or other restrictions on marketability. The deliveries are subject to the proviso that there are no obstacles to fulfilment due to national or international regulations, in particular export control regulations as well as embargoes or other sanctions. Delays due to export controls shall extend delivery times accordingly; delivery dates shall be postponed accordingly.

5.1 The risk of accidental loss and accidental deterioration shall pass to the Buyer as follows, even in the case of carriage paid delivery:

• for deliveries without installation or assembly, as soon as the goods have been handed over to the shipping agent. The goods are shipped ex works or ex warehouse at the risk of the Buyer. WMF is not liable for damage and loss during transport. This also applies if the delivery is made in parts or WMF has assumed additional services, such as the transport costs or the assembly of the products at the Buyer's premises. Unless otherwise agreed, WMF chooses the shipping and packaging at its own discretion. WMF does not assume an insurance obligation. However, upon written request of the Buyer, the goods will be insured against transport damage and other damage;

• for deliveries with installation or assembly, on the day the goods are handed over to the customer by the shipping agent.

• when collected by the customer, with notification of readiness for collection.

5.2 In the event of a delay in acceptance by the Buyer, WMF may demand compensation for the damage incurred as well as compensation for any additional expenses, unless the Buyer is not responsible for the non-acceptance of the products.

WMF is liable for material defects as follows:

6.1 All those products or services that exhibit a material defect within the limitation period pursuant to Section 6.2 shall be repaired or provided again free of charge at WMF's discretion, provided that the cause of the material defect already existed at the time of the transfer of risk.

6.2 Claims for material defects shall become statute-barred in 12 months, in the case of demonstration units and replaced spare parts in 6 months, unless a purchase of consumer goods (end customer is a consumer) takes place at the end of the supply chain. If the defective products have been used for a building in accordance with their customary use and have caused its defectiveness or if it is a defect in a building, the limitation period shall be five years. The period shall commence upon delivery or, in the case of work and services, upon acceptance. The limitation period of one year or 6 months shall also apply to claims in tort based on a defect in the products or work performance. The limitation period of one year or 6 months does not apply to the unlimited liability of WMF for damages from the breach of a guarantee or from injury to life, body or health, for intent and gross negligence and for product defects or insofar as WMF has assumed a procurement risk. A statement by WMF regarding a defect claim asserted by the Buyer shall not be considered entry into negotiations regarding the claim or the circumstances giving rise to the claim, provided that the defect claim is rejected by WMF in its entirety.

6.3 The statutory limitation periods for recourse claims of the Buyer against WMF due to a defect of a sold product based on supplier recourse (Section 445b BGB) remain unaffected. These recourse claims shall become time-barred at the earliest two months after the time at which the Buyer has satisfied the claims of its purchaser. This suspension of the statute of limitations shall end no later than five years after the date on which WMF delivered the product to the Buyer. This does not apply if a consumer goods purchase takes place at the end of the supply chain.

6.4 The Buyer must notify WMF in writing of obvious material defects immediately, at the latest two weeks after delivery of the goods, and of hidden defects immediately, at the latest after their detection. Hidden defects must be reported to WMF in writing immediately after their discovery. The Buyer must describe the defects in writing when notifying WMF.

6.5 In the event of notices of defects, payments by the Buyer may be withheld to an extent that is in reasonable proportion to the material defects that have occurred. If the notice of defect is unjustified, WMF is entitled to demand compensation from the Buyer for the expenses it has incurred.

6.6 First, WMF must always be given the opportunity for subsequent performance in accordance with Section 6.1 within a reasonable period of time. The Buyer must provide WMF with the rejected item or samples thereof. Replaced parts become the property of WMF and are to be returned to WMF.

6.7 If WMF is not willing or able to provide supplementary performance or if the supplementary performance fails twice, the Buyer may choose to withdraw from the contract or reduce the purchase price, without prejudice to any claims for damages or reimbursement of expenses. The same applies if the subsequent performance fails, is unreasonable for the Buyer, or is delayed beyond a reasonable period of time for reasons for which WMF is responsible.

6.8 The Buyer's right of withdrawal is excluded if he is unable to return the received performance and this is not based on the fact that the return is impossible due to the nature of the received performance, is the responsibility of WMF, or the defect only became apparent during the processing or transformation of the products. The right of withdrawal is also excluded if WMF is not responsible for the defect and if the Buyer has to pay compensation instead of the return.

6.9 WMF does not provide any warranty:

• for all parts that are subject to natural wear. These include, among others, seals;

• for defects, insofar as they are not the fault of WMF, which are due to the effects of weather, scale build-up, chemical, physical, electrochemical or electrical influences;

• if a water filter is not used although the water conditions on site require the use of a water filter in accordance with the information in the operating instructions and defects occur as a result;

• for defects caused by failure to follow the instructions for handling, maintenance and care of the appliance (e.g. operating and maintenance instructions of WMF in accordance with the operating instructions of the respective coffee machine type);

• for defects caused by unsuitable or improper use, by the non-use of WMF original spare parts or faulty assembly by the Buyer or third parties or by faulty or negligent handling, as well as for the consequences of improper modifications or repair work carried out by the Buyer or third parties without our consent;

• for the purchase of a coffee machine of the type WMF 950 S for defects which are due to the fact that more than 18,000 brewings were carried out with the machine within the warranty period of 12 months from the date of purchase;

6.10 Machine returns may only be made with our agreement.

6.11 For the rest, clause 9 shall apply to claims for damages.

6.12 WMF does not assume any guarantees, in particular no guarantees of quality or durability, unless otherwise agreed in writing in individual cases.

7.1 The Buyer shall not modify the products, in particular it shall not modify or remove existing warnings about dangers in case of improper use of the products. In the event of a breach of this obligation, the Buyer shall internally indemnify WMF against product liability claims of third parties, unless the Buyer is not responsible for the modification of the products.

7.2 If WMF is prompted to issue a product recall or warning due to a product defect in the products, the Buyer shall cooperate to the best of its ability in the measures that WMF deems necessary and expedient and support WMF in this regard, in particular in determining the necessary customer data. The Buyer is obligated to bear the costs of the product recall or warning, unless he is not responsible for the product defect according to product liability law principles. Further claims of WMF remain unaffected.

7.3 The Buyer shall immediately inform WMF in writing of any risks in the use of the products and possible product defects of which it becomes aware.

8.1 When purchasing coffee machines, the warranty period shall be extended to 24 months from the transfer of risk if the purchaser already concludes a full maintenance contract for the regular maintenance of the purchased coffee machine when concluding the purchase contract. The warranty period shall only be extended if the full maintenance contract concluded has a minimum term of three years.

8.2 Warranty claims shall be governed by sections 6.1, 6.3 to 6.12.

8.3 The maintenance or full maintenance contract constitutes a separate legal transaction.

8.4 The extension option does not apply to coffee machines of the type WMF 950 S.

9.1 WMF shall be liable without limitation for damages resulting from the breach of a guarantee or from injury to life, body or health. The same applies to intent and gross negligence or insofar as WMF has assumed a procurement risk. WMF is only liable for slight negligence if essential obligations are violated that result from the nature of the contract and are of particular importance for achieving the purpose of the contract. In the event of a breach of such obligations, default and impossibility, the liability of WMF is limited to such damages that can typically be expected to occur within the scope of this agreement. Mandatory statutory liability for product defects remains unaffected.

9.2 Insofar as WMF's liability is excluded or limited, this also applies to the personal liability of WMF's employees, representatives and vicarious agents.

10.1 The delivered goods remain the property of WMF (reserved goods) until all claims to which WMF is entitled from the current and future business relationship with the Buyer have been fulfilled. The Buyer is obliged to treat the products subject to retention of title with care for the duration of the retention of title. In particular, he is obliged to sufficiently insure the products at his own expense against fire, water and theft damage at replacement value. The Buyer must provide proof of the insurance policy upon request by WMF. The Buyer hereby assigns all compensation claims from this insurance to WMF. WMF hereby accepts the assignment. If the assignment is not permitted, the Buyer hereby instructs the insurer to make any payments only to WMF. Further claims of WMF remain unaffected.

10.2 If the Buyer is not the end customer but a reseller, it is entitled to resell the goods subject to retention of title in the ordinary course of business. Otherwise, the Buyer is not entitled to pledge the products subject to retention of title, to assign them by way of security or to make any other dispositions that jeopardise WMF's ownership. In the event of seizures or other interventions by third parties, the Buyer must immediately notify WMF in writing and provide all necessary information, inform the third party of WMF's ownership rights, and cooperate in WMF's measures to protect the products subject to retention of title. Insofar as the third party is not able to reimburse WMF for the judicial and extrajudicial costs to enforce WMF's property rights, the Buyer is obliged to compensate WMF for the resulting loss, unless the Buyer is not responsible for the breach of duty.

10.3 The Buyer hereby assigns to WMF all claims in the amount of the final invoice amount of the WMF claim that accrue to it from the resale against its customers or third parties, regardless of whether the goods subject to retention of title have been resold without or after processing. WMF accepts this assignment already now. If an assignment is not permitted, the Buyer hereby instructs the third-party debtor to make any payments only to WMF. The Buyer is revocably authorized to collect the receivables assigned to WMF in trust for WMF in its own name. The collected amounts are to be paid to WMF without delay. WMF may revoke the Buyer's collection authorization as well as the Buyer's authorization to resell for good cause, in particular if the Buyer does not properly fulfill its payment obligations to WMF, is in default of payment, suspends its payments, or if the Buyer files for the opening of insolvency proceedings or comparable proceedings to settle the Buyer's debts, or if the substantiated application of a third party for the opening of insolvency proceedings or comparable proceedings to settle the Buyer's debts is rejected for lack of assets. In the event of revocation, WMF may demand that the Buyer inform WMF of the assigned claims and their debtors, provide all information required for collection, hand over the associated documents, and inform the debtors (third parties) of the assignment. In the event of a blanket assignment by the Buyer, the claims assigned to WMF shall be expressly excluded.

10.4 The processing or transformation of the products subject to retention of title by the Buyer is always carried out for WMF. The Buyer's expectant right to the products subject to retention of title continues in the processed or transformed item. If the products are processed or transformed with other items that do not belong to WMF, WMF acquires co-ownership of the new item in the ratio of the value of the delivered products to the other processed items at the time of processing or transformation. The same applies if the products are combined or mixed with other items that do not belong to WMF in such a way that WMF loses its full ownership. The Buyer will store the new items for WMF. In all other respects, the same provisions apply to the object created through processing or transformation as well as combination or mixing as apply to the products subject to retention of title.

10.5 If the value of all security rights to which WMF is entitled exceeds the amount of all secured claims by more than 10%, WMF will release a corresponding part of the security rights at the Buyer's request. The valuation is to be based on the invoice value of the products subject to retention of title and the nominal value in the case of receivables. The selection of the items to be released is incumbent on WMF in detail.

10.6 In the event of breaches of duty by the Buyer, in particular in the event of default in payment, WMF is entitled to withdraw from the contract after the expiry of a reasonable grace period set by WMF for the performance of the contract, without prejudice to its other rights. The Buyer is immediately obligated to surrender the purchased item. After giving appropriate notice in due time, WMF may otherwise dispose of the products subject to retention of title to satisfy its due claims against the Buyer.

10.7 For deliveries to other legal systems in which this retention of title provision does not have the same security effect as in the Federal Republic of Germany, the Buyer hereby grants WMF a corresponding security interest. If further measures are required for this, the Buyer will do everything to grant WMF such a security interest without delay. The Buyer shall cooperate in all measures that are necessary and conducive to the effectiveness and enforceability of such security interests.

11.1 If the agreement should be rescinded - irrespective of the legal grounds - WMF shall be entitled to claim the following amounts for the use and utilization of the equipment and as compensation for loss of value, without prejudice to its other possible claims against the Buyer:
25 % of the purchase price plus VAT within the first 6 months;
30 % of the purchase price plus VAT within the first 12 months;
40 % of the purchase price plus VAT after one year;
50 % of the purchase price plus VAT after two years;
60 % of the purchase price plus VAT after three years.

11.2 The Buyer expressly reserves the right to prove that a lower depreciation or no depreciation at all has occurred on the device.

12.1 Coffee machines with CoffeeConnect are technically capable of transmitting operating and status information ("technical data") to WMF via a telematics unit ("CoffeeConnect INSIDE"). This technical data includes in particular:
a) Counter values and statistics on brewing operations, beverage and maintenance counters, milk temperature (in the case of a supplementary unit or supplementary cooling unit), boiler temperature etc.
b) executed commands and functions together with the time of operation
c) Time and duty cycle
d) Radio transmission data including signal strength, selected providers and the radio cell where the coffee machine is located.
e) Diagnostic and error messages of the coffee machine
f) Types of cleaning and time of cleaning carried out
g) Software versions and time of execution of software updates as well as log files of the software
h) Beverage and machine settings
This list is not exhaustive.

12.2 The Technical Data are raw data without any reference to a natural person. The Technical Data shall only be transmitted to WMF and linked with personal data within the scope of the agreements with the Buyer, for example within the scope of the use of CoffeeConnect or the Service Agreement. In this respect, the respective conditions apply.

13.1 The processing of personal data of the Buyer is necessary for the execution of the contract concluded with the Buyer. WMF processes the contact, order and payment information of the Buyer. The basis for the processing is the contract concluded between the Parties (Article 6(1)(b) of the EU General Data Protection Regulation). Due to retention obligations under commercial and tax law, the buyer's data in connection with the contract will be stored for up to 10 years. Any further processing of personal data shall only take place within the framework of the legal basis, other contracts concluded between the Buyer and WMF or consent granted by the Buyer.

13.2 Details of the scope of the processing of the Buyer's personal data can be found in the general data protection information (Art. 12-14 DSGVO) on our website www.wmf-coffeemachines.com/en_com/privacy/.

14.1 The parties expressly agree that each of them undertakes to observe the highest ethical standards and to prevent any form of corruption, bribery, fraud or other similar illegal practices in the performance of this contract.

14.2 Each of the parties declares that it has not offered, promised, given, authorized, solicited or accepted bribes or other improper advantages, directly or indirectly, to influence another party’s actions or to obtain or retain an unfair commercial advantage.

14.3 The parties undertake to implement appropriate internal policies and procedures in order to prevent corruption and ensure compliance with applicable anti-corruption laws and regulations.

14.4 In the event of a proven breach of this clause by one of the parties, the other party reserves the right to terminate the contract immediately, without prejudice to any other remedy or compensation provided by law.

14.5 The parties also agree to fully cooperate with any investigation regarding allegations of corruption or related violations, and to provide all necessary information and documentation to the competent authorities.

14.6 This clause shall remain in force for the duration of the contract and shall survive its termination for any reason whatsoever.

15.1 The parties acknowledge and accept that each of them is subject to strict compliance with the international sanctions in force (such as those imposed by the United Nations, the European Union, the United States and the United Kingdom). Neither party shall take any action contrary to such sanctions in the performance of this contract.

15.2 Each of the parties represents and warrants that it is not currently subject to international sanctions, and that it has not been involved in activities contrary to such sanctions.

15.3 The parties undertake to carry out all necessary audits to ensure that their employees, agents, partners and subcontractors comply with international sanctions during the term of the contract.

15.4 None of the parties will carry out transactions, directly or indirectly, with individuals, entities or countries subject to international sanctions, unless expressly authorized by the laws and regulations in force.

15.5 In the event of a proven breach of this clause by one of the parties, the other party shall have the right to terminate the contract with immediate effect, without prejudice to any other remedy or compensation provided by law.

15.6 The Parties agree to keep each other informed of any changes that may affect their compliance with international sanctions and to fully cooperate to resolve any issues or problems related to these sanctions.

15.7 This clause shall remain in force for the duration of the contract and shall survive its termination for any reason whatsoever.

An assignment of claims against WMF from contracts concluded between WMF and the Buyer is excluded without the express written consent of WMF.