Terms of delivery and payment
This is a convenience translation. Only the German version is legally binding. In case of discrepancies, the German text prevails.
Thomas Wilmes Ingenieurbüro GmbH & Co. KG, Marienweg 12, 34414 Warburg, Germany
Version: October 2026
1. Scope
These terms of delivery and payment apply to all offers, deliveries and services of Thomas Wilmes Ingenieurbüro GmbH & Co. KG ("we") towards businesses (§ 14 of the German Civil Code, BGB), legal entities under public law and special funds under public law. They apply exclusively; deviating or supplementary terms of the customer do not become part of the contract, even if we do not expressly object to them.
With regard to information on materials, designs and suppliers as well as enclosed data sheets and layouts, we reserve the right to make changes that serve technical progress or the customer's functional requirements, provided they are reasonable for the customer and do not impair the function and quality of the service.
2. Terms of payment
% | Total % | Point in time |
30 % | 30 % | Upon order confirmation |
40 % | 70 % | Upon notification of readiness for dispatch |
25 % | 95 % | Delivery to the site of operation |
5 % | 100 % | Acceptance (clause 7) |
All payments are due within 14 days of receipt of the respective (partial) invoice without deduction. Instalments are requested by means of partial invoices in which the proportionate VAT is shown separately. Instalments paid and the VAT attributable to them are shown separately in the final invoice.
In the event of late payment, we are entitled to charge default interest of 9 percentage points above the base rate as well as the statutory lump sum of EUR 40 (§ 288 (2) and (5) BGB). We reserve the right to claim further damages. The customer may only set off claims or exercise a right of retention with claims that are undisputed or have been finally established by a court.
3. Prices, taxes and customs duties
All prices are net prices plus statutory VAT. Taxes, customs duties and other charges levied outside the Federal Republic of Germany, in particular in the country of destination, are not included and are borne by the customer.
4. Delivery time
An expected delivery date is determined after order confirmation and technical clarification. Delivery dates are binding only if we have expressly confirmed them as binding in writing. The delivery time is extended appropriately if the customer fails to fulfil its duties to cooperate in good time, in cases of force majeure, and in the event of delays by our suppliers for which we are not responsible.
5. Scope of delivery
The prices quoted include:
- engineering
- manufacturing
- transport
- installation
- commissioning
- handover
- training (during the commissioning phase)
- documentation
6. Services to be provided on site
The following are not included in the scope of delivery and are to be provided by the customer:
- all necessary structural measures such as supply lines and telephone connections,
- all energy sources such as electricity, light, water, etc.,
- all work, services and materials not listed in the offer.
7. Installation, commissioning and acceptance
Mechanical and electrical installation as well as commissioning of the system take place at the site of operation. The customer prepares the site in good time before the start of installation so that smooth, trouble-free work and accessibility are ensured. Surcharges and waiting times for which we are not responsible are invoiced separately at the hourly rates stated in the offer or in our current price list.
After successful commissioning, we request the customer to accept the work. Acceptance is deemed to have taken place if the customer does not refuse it within two weeks of the request, stating at least one defect (§ 640 (2) BGB). Commercial use of the system is equivalent to commissioning.
8. Price basis and validity of offers
The prices stated in our offers are valid for three months from the date of the offer. The individual prices stated are based on the scope of delivery of the overall service; changes to the scope of delivery may therefore result in price changes, which we will notify to the customer before execution.
9. Warranty
We warrant the agreed quality of the delivered system, of parts, workmanship and design, and of the electrical and control systems for a period of 24 months. The period begins upon acceptance, or upon delivery in the case of deliveries without installation; for parts put into operation in advance, it begins for those parts upon their commissioning. Statutory periods for fraudulently concealed defects, for guarantees given and for buildings remain unaffected.
Defects must be reported to us in writing without delay; § 377 of the German Commercial Code (HGB) applies to merchants. We provide subsequent performance, at our discretion, by repair or replacement; we may replace defective parts ourselves or have them replaced by third parties. If subsequent performance fails, the customer is entitled to the statutory remedies.
The warranty does not cover natural wear of wearing parts (e.g. hard disks, fans) or external damage and malfunctions for which we are not responsible, such as improper operation, interference by third parties, overvoltage or environmental influences. We give guarantees only where they are expressly designated as such.
10. Training and brief documentation
Training on the system takes place at the customer's premises; where necessary, we provide brief documentation.
11. Customer service
Maintenance and spare parts can be offered separately on request. Remote administration of the system is carried out from our office during our general business hours.
12. Regulations and guidelines
Our services comply with the recognised rules of technology at the time of order confirmation.
13. Liability
We are liable without limitation for intent and gross negligence, for culpable injury to life, body or health, under the German Product Liability Act, and to the extent of any guarantee we have given.
In cases of slight negligence, we are liable only for the breach of material contractual obligations, i.e. obligations whose fulfilment is essential for the proper performance of the contract and on whose observance the customer may regularly rely. In such cases, liability is limited to the typical damage foreseeable at the time the contract was concluded. Otherwise, liability for slight negligence, in particular for indirect and consequential damage such as loss of production or loss of profit, is excluded.
For loss of data, we are liable only to the extent of the recovery effort that would have been necessary had the customer carried out proper, regular data backups. Insofar as our liability is excluded or limited, this also applies to the personal liability of our employees, representatives and vicarious agents.
14. Retention of title
Delivered hardware remains our property until all claims under the respective contract have been paid in full. The customer must treat the goods subject to retention of title with care and inform us immediately of any access by third parties.
15. Software rights and copyright
Upon full payment, the customer receives a simple, non-exclusive, non-transferable and perpetual right to use delivered or provided software for the contractually intended purpose on the delivered system. Copyrights, source code and all further rights remain with us. Copies may be made for backup purposes only; passing the software on to third parties requires our consent. Design documents, drawings and documentation may not be passed on to third parties without our consent.
16. Applicable law and place of jurisdiction
The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG). If the customer is a merchant, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from or in connection with the contract is our registered office in Warburg. We are also entitled to bring an action against the customer at the customer's general place of jurisdiction.
17. Severability
Should individual provisions of these terms be or become invalid, the validity of the remaining provisions remains unaffected.