Last updated: November 2024
These terms and conditions apply to business to business transactions between Wahl Clipper Corporation, an Illinois corporation located at 2900 Locust Street, Sterling, Illinois, USA, and its subsidiaries and its suppliers.
The following entities are subsidiaries of Wahl Clipper Corporation:
Wahl GmbH, Villinger Straße 4, 78112 St. Georgen,Germany;
Wahl UK Ltd, Sterling House, Clipper Close , Ramsgate, CT12 5GG, United Kingdom;
Wahl Australia Pty Ltd, 70 Dulacca Street, Acacia Ridge, QLD, 4110, Australia;
Wahl Clipper Pty Ltd., 79 Boeing Road East, Bedfordview, Gauteng 2007, South Africa
Wahl Clipper Corporation and its subsidiaries shall not be liable as joint and several debtors. Each entity will place purchase orders independently with the Seller under the terms and conditions set forth in this agreement, transacting on its own account.
Wahl Clipper Corporation and its subsidiaries are each referred to herein as the “Company.”
Last updated: November 2024
I. General points, area of validity
All offers, deliveries, and other services supplied by Wahl GmbH (“Wahl”), including any that may arise in the future, under contractual arrangements with the contractual partner (also referred to as “Distributor”) shall be subject to these General Terms and Conditions of Sale and Supply. Any counter-confirmation by the contractual partner making reference to his terms and conditions of business or purchasing is hereby rejected. Terms of business used by the contractual partner different from those used in, or not appearing in, our General Terms and Conditions of Sale and Supply, shall form no part of any contract unless expressly accepted in writing by Wahl.
II. Substance and conclusion of contract
- The data and information given in product catalogues and price lists shall not be construed as a legally binding component part of the contract unless it expressly makes reference to them in writing by Wahl.
- Orders shall become legally binding through our written confirmation of them, and the contents of the order confirmation shall solely determine the scope of the goods and services to be supplied with legally binding effect. No subordinate agreements or oral declarations by Wahl’s staff or representatives, not any amendments to confirmed orders (including changes to the objects to be delivered) shall be legally valid unless likewise confirmed in writing by Wahl.
III. Prices
ln the absence of any specific agreement to the contrary, prices shall be defined as INCOTERMS® EXW ex works prices including packaging but not including dispatch or insurance, nor any taxes or other charges connected with the delivery. Payment shall be made in the currency in which our offer and/or our confirmation of order is denominated.
IV. Payment
- Wahl may determine individual payment and delivery terms with the Distributor. These individual payment and delivery terms will be documented on the relevant confirmation of order and invoice, and shall be binding. Regardless of the mode of payment, it shall only be deemed to have been made when the full invoice amount is credited without reservation to our account in such a way that we can make free use of it ("receipt of payment"). All additional costs incurred through the choice of the mode of payment shall be borne by the contractual partner.
- If the contract partner fails to pay the purchase price within the period allowed, as defined in Paragraph I above, we shall be entitled, without prejudice to any other legal recourse we may have, to charge interest at a rate 8 percentage points above the principal refinancing interest rate of the European Central Bank. We shall retain the right to demonstrate that we have actually suffered a greater loss.
- There shall be no right of off-set or retention except with regard to those of the contracting partner's legal claims that Wahl accepts or does not dispute or have been found or are ready to be found by a court to be final and absolute
V. Delivery period, Provision of Material, Dubious Creditworthiness, Final Inspection and Acceptance
- If a delivery period has been agreed, it shall start on the date of our order confirmation, but subject to the provision that all documentation to be provided by the contractual partner is supplied on time, that all technical questions which he has to clarify have been answered, and that all details have been received regarding the version(s) of the product(s) that he requires.
- The delivery period shall be deemed to have been met if the circumstances defined in Clause VI, paragraph 2 of the GTCs as effecting the transfer of risk have taken effect.
- The delivery period shall be prolonged by an appropriate length of time if we are unable to meet our delivery Obligation, or unable to meet it punctually, on account of reasons which lie outside our control and which could not reasonably have been foreseen at the time the contract was concluded. Hindrances lying outside our control shall in particular include any failure on the part of any of our suppliers to deliver the right goods at the right time. We shall inform our contractual partner as soon as possible if such a hindrance arises and state its expected duration. If it lasts for more than three months, or it is clear that it is likely to last for longer than three months, both we and the contractual partner shall have the right to cancel the contract.
- If the contractual partner is to supply material, he shall do so at his own expense and risk and shall supply a suitable additional quantity as well (at least a 5 percent reserve), in good time and in faultless condition. Any failure to observe this provision shall result in an appropriately long extension of the delivery period. lf the contractual partner is responsible for the delay in the provision of material, he shall bear any additional costs thus incurred.
- If circumstances become known to Wahl after the contract has been concluded which justify reasonable doubts as to the contractual partner's solvency or creditworthiness, and which could endanger our claim to payment under the contract, we shall be authorized to withhold our Services until remuneration has been received under the contract, or collateral has been provided to secure it, and the contractual partner has settled all outstanding accounts under the business connection which indicate any commercial link with the contract.
- In the absence of any agreement to the contrary, the contractual partner shall be under an Obligation to collect the goods from our premises within ten days of receiving notification from Wahl that they are ready for collection. lf this period of time is exceeded by more than three days, this shall be construed as a major breach of contract and shall entitle Wahl, without prejudice to any other legal remedies, to ship the goods to the contractual partner and to attend to any related formalities, all at the contractual partner's expense. Any failure to collect, inspect and accept the goods punctually shall have no impact to the contractual partner's obligation to pay the purchase price.
- If Wahl supply any greater quantity than agreed, the contractual partner can accept the excess quantity or refuse to accept it. If the contractual partner accepts part or all of the excess, he shall be under an obligation to pay for it at the contractual price. If the quantity-difference of the delivered goods represents maximum 5% of the agreed quantity, the purchaser is, despite Sentence 1, obliged to accept and pay for the goods.
VI. Advertising Materials
- The Distributor must exclusively use the advertising material provided by Wahl for advertising measures in unaltered form.
- If, in individual cases, the Distributor wishes to use other advertising material, this is only permitted with Wahl's prior written consent, which is at Wahl's discretion. The Distributor shall bear the costs associated with the procurement and use of such advertising material alone.
VII. Delivery, Dispatch, and Transfer of Risk
- The place of delivery shall be determined by the delivery provisions agreed between Wahl and the contractual partner, which are to be determined in accordance with Incoterms 2024. Unless any delivery provisions have been agreed to the contrary, delivery shall always be ex-works at the seller's premises. lf the goods are to be transported to the contractual partner, he shall bear the cost and risk.
- Unless anything to the contrary has been agreed in writing, risk shall be transferred to the contractual partner at the point in time at which the goods are made available to collect to him. lf the goods are forwarded to the contractual partner, risk shall be transferred to him at the latest when the goods are made ready for collection by the first carrier. lf transportation is delayed for reasons beyond Wahl’s control, risk shall be transferred to the contractual partner on the date on which the goods are ready for collection.
VIII. Contractual Violation by Goods or Documents, Guarantee
- In the event of the goods or the documents giving rise to a violation of the contract, we shall be authorized to rectify and effect, following an extension of the delivery period if necessary, by rework or a replacement delivery. Unless anything to the contrary emerges from the contract or the circumstances under which it was concluded -or in particular from the negotiations conducted in connection with it -no violation of contract shall be deemed to exist for the mere reason that the goods do not meet the technical or other Standards currently in force in their country of destination (defined as the country of residence of the contractual partner) or that they are not suitable for their intended purpose. Furthermore, no violation of contract shall be deemed to exist on the grounds that if a large number of similar articles have been delivered, the alleged violation of contract relates to no more than 3 percent of the total number of units and if the 3 percent limit has been taken into account in calculating the price, particularly if this has been done by agreeing on a "guarantee deduction".
- If the factor causing the goods to be in violation of contract has not been rectified within a reasonable period of time through rework of a replacement delivery, the contractual partner shall be entitled to require a reduction of the purchase price commensurate with the reduced value of the goods.
- In the event of the goods or the documents giving rise to a violation of the contract, this shall not be construed as endowing the contractual partner with the right to cancel the contract instead of requiring a reduction in the purchase price, unless the violation of the contract represent; a major breach of contract. No major breach of contract shall be deemed to exist if Wahl have rectified the factor-giving rise to it within a reasonable period of time as set by the contractual partner and which shall not be less than six weeks.
- When taking receipt of the goods, the contractual partner shall inform us in writing of any visible signs that they or the documents are in violation of the contract without delay, and in no case after more than one week of receipt, stating exactly the factor giving rise to the violation of contract. lf no such factor is perceptible at the time of receipt, the contractual partner shall inspect the goods without delay, and in no case after more than one week of receipt, and if any factor giving rise to the violation of contract comes to light in the goods and/or the documents he shall inform us in writing within one week of its discovery, stating the exact nature of the factor. The written notification of the defect shall be sent off within the one week period after receipt of goods or discovery of the factor giving rise to the violation of contract, and it shall also be necessary for the notification of the defect having been sent off within the set period of time, does actually reach us.
- Should the notification of the defect fail to meet the requirements laid down in Paragraph 4 above, the contractual partner's right to invoke the alleged violation of the contract by the goods and/or the documentation shall be forfeit, and this shall apply regardless of the grounds which the contract partner submits for this failure to meet these requirements.
- The contractual partner's right to raise guarantee claims shall fall null and void within six months of his dispatching the properly raised notification of defect, but at the latest one year counting from the date on which he took receipt of the goods.
IX. Legal Liability, Compensation for Loss or Damage
- One liability to pay compensation for loss or damage, meaning in particular cases of loss or capital resulting from delayed delivery or the goods or documents giving rise to a violation of the contract, shall be excluded unless it is based on our having acted with intent or at least with gross negligence.
- The foregoing shall have no impact on our legal liability under applicable product liability legislation, which cannot be modified by contract.
X. Retention of Title
- The goods that have been delivered shall remain our property until the purchase price has been paid in full as defined in Clause V, paragraph 1 of the GTCs provided that such retention of title is legally valid under the applicable law.
- The contracting partner shall be under an Obligation to take all necessary measures to ensure that this right of retention is sustained, or any recognized and functionally equivalent security right in force in the country of destination (defined as the country of residence of the contractual partner). Should the contractual partner violate this obligation, he shall be deemed to be in serious violation of contract.
- The agreement on retention of title shall be without impact on the provisions on transfer or risk included in Clause VI, paragraph 2 of the GTCs.
XI. Resale of the Products
- The Distributor may sell Wahl products in their physical stores and online stores (websites) if these physical stores and online stores fulfill the conditions of the respective distributor agreement to be concluded separately.
- In an effort to support physical and online stores of distributors and in order to ensure consistent customer experiences and services across all channels as well as to protect the brand image, Wahl has decided to limit the number of online marketplace sellers and to approve one experienced and specialized eCommerce accelerator for specific online marketplaces. The Distributor is therefore not authorized to distribute or have distributed the products through the following online marketplaces, either directly or through third parties: amazon.it, amazon.es, amazon.fr, amazon.de, amazon.nl, amazon.pl, amazon.com.be, amazon.se; any European eBay and Zalando marketplace site as well as on Otto.de. For the avoidance of doubt, in case the Distributor is located outside of the European Economic Area (“EEA”) and Switzerland sales to or on these listed European marketplaces are not permissible due to the contractual territory imposed by Clause XII, paragraph 2 of the GTCs and the territory defined in the separate distribution agreement.
- The Distributor has to pass on the obligation included in Clause XI, paragraph 2 of the GTCs not to sell on these specific online marketplaces to any B2B customers purchasing Wahl products from it for resale and if reasonable suspicion of an infringement of this obligation by a B2B customer exists the Distributor is required to disclose the relevant information on sales to specific B2B customers to Wahl to enable Wahl to monitor compliance with the marketplace restrictions.
- In case of repeated and continued breach of the marketplace restrictions, Wahl can terminate the commercial relationship with the Distributor with a notice period of 30 days.
- For sales of Wahl products on any other online marketplaces the distributor requires explicit approval by Wahl in order to sell Wahl products on such marketplaces. Clause XI, paragraphs 3 and 4 of the GTCs apply accordingly. Wahl may withdraw the approval based on Wahl’s sole discretion giving at least 30 days’ notice to the distributor. Wahl may provide the Distributor with a list of approved marketplaces by email from time to time. For the avoidance of doubt, this Clause XI, paragraph 5 of the GTCs applies to all Distributors within the EEA and Switzerland as well as outside of the EEA and Switzerland.
XII. Territory
- Distributors based or established in the EEA or Switzerland may sell Wahl products to customers located in the EEA and Switzerland.
- Distributors based or established outside the EEA and Switzerland may sell Wahl products exclusively in their physical stores and online stores (websites) within the contractual territory agreed in the distribution agreement.
XIII. EU-No-Russia Clause
- Distributor shall not sell, export or re-export, directly or indirectly, to the Russian Federation or for use in the Russian Federation any goods supplied by Wahl that fall under the scope of Article 12g of Council Regulation (EU) No 833/2014.
- Distributor shall undertake its best efforts to ensure that the purpose of this Clause XIII. paragraph (1) is not frustrated by any third parties further down the commercial chain, including by resellers.
- Distributor shall set up and maintain an adequate monitoring mechanism to detect conduct by any third parties further down the commercial chain, including by possible resellers, that would frustrate the purpose of Clause XIII. paragraph (1).
- Any violation of Clause XIII. paragraphs (1), (2) or (3) shall constitute a material breach of an essential element of any purchase and/or agreement, and Wahl shall be entitled to seek appropriate remedies, including, but not limited to:
- termination of any purchase and/or any agreement; and
- a penalty of 10 % of the total value of the agreement or price of the goods exported, whichever is higher.
- Distributor shall immediately inform Wahl about any problems in applying Clause XIII. paragraphs (1), (2) or (3), including any relevant activities by third parties that could frustrate the purpose of Clause XIII. paragraph (1). Distributor shall make available to Wahl information concerning compliance with the obligations under Clause XIII. paragraph (1), (2) and (3) within two weeks of the simple request of such information.
XIV. Place of Jurisdiction and Applicable Law
- The place of jurisdiction for any disputes arriving out of the contract shall be Villingen-Schwenningen (Federal Republic of Germany). However, Wahl shall also be entitled to sue the contractual partner before the courts with jurisdiction over his place of residence.
- The contract shall be governed by the United Nations Convention of 11th April 1980 on the international sale of goods (CISG). Legal questions not covered by this Convention, or which cannot be settled on the basis of its principles, shall be subject to Swiss civil law.
XV. Concluding Provisions
- Should any individual provisions of these present General Terms and Conditions of Sale and Supply, or of any agreement based on them, prove to be invalid or unworkable, this shall be without impact on the validity of the other provisions or agreements. In any such event, the contractual parties shall use their best endeavors to replace the provisions with valid and workable provisions and agreements which come as close as is permissible to the commercial purpose of the invalid ones.
- Both contractual partners are mutually obligated to take all reasonable steps necessary to achieve the contract’s purpose, and to desist from everything, which endangers the achievement and maintenance of the contract’ s purpose.