WAGNER GMBH | General Terms and Conditions as of: March 2026
1.1 All deliveries, services and offers of Wagner GmbH (hereinafter referred to as "Wagner" only) are made exclusively on the basis of these General Terms and Conditions. These are part of all contracts that Wagner concludes with its contractual partners (hereinafter "Customer") concerning the deliveries or services offered by Wagner. They also apply to all future deliveries, services or offers to the Customer, even if they are not agreed again separately.
1.2 The Customer's or third parties' terms and conditions shall not apply, even if Wagner does not expressly object to their applicability in the individual case. Even if Wagner refers to a letter that contains or refers to the Customer's or a third party's terms and conditions, this does not constitute consent to the applicability of those terms and conditions.
2.1 All offers from Wagner are non-binding and subject to change unless they are expressly designated as binding or contain a specific acceptance period. Wagner may accept orders or commissions within 14 days of receipt.
2.2 The sole basis for the legal relationship between Wagner and the Customer is the contract concluded in writing, including these General Terms and Conditions. This contract fully reflects all agreements between the contracting parties regarding the subject matter of the contract. Oral promises made by Wagner prior to conclusion of the contract are legally non-binding and oral agreements between the contracting parties are superseded by the written contract.
2.3 Additions and amendments to the agreements made, including these General Terms and Conditions, require written form to be effective. Except for managing directors or authorized signatories (Prokuristen), Wagner's employees are not authorized to conclude oral agreements that deviate from the written agreement. To preserve the written form, telecommunication transmission, in particular by fax or e-mail, is sufficient provided that a copy of the signed declaration is transmitted.
2.4 Wagner's statements regarding the subject of the delivery or service (e.g., technical designations or other technical information and values) as well as representations thereof (e.g., drawings and illustrations) are approximate only, unless the usability for the contractually intended purpose requires exact conformity. They are expressly not guaranteed characteristics but descriptions or identifications of the delivery or service. Commercially customary deviations and deviations due to legal regulations or representing technical improvements as well as the replacement of components by equivalent parts are permissible, provided they do not impair the usability for the contractually intended purpose.
2.5 Wagner reserves ownership or copyright to all submitted offers and cost estimates as well as drawings, illustrations, calculations, brochures, catalogs, models, tools and other documents and aids made available to the Customer. The Customer may not make these items available to third parties either as such or in content, disclose them, use them itself or through third parties, or reproduce them without Wagner's express written consent. At Wagner's request the Customer must return these items completely to Wagner and destroy any copies made if negotiations do not result in conclusion of a contract. Excluded from this is the storage of electronically provided data for the purpose of usual data backup.
3.1 The prices apply to the scope of services and deliveries specified in the order confirmations or, in the case of a binding offer, in the scope of services and deliveries listed therein. Additional or special services will be charged separately. Prices are in EUR plus statutory value-added tax at the rate applicable at the time of conclusion of the contract.
3.2 Unless otherwise agreed, invoice amounts are due for payment within 14 days after invoicing without any deduction to the account of Wagner specified in the invoice. The date of receipt by Wagner is decisive for the date of payment. If the Customer fails to pay despite a reminder, the outstanding amounts shall bear interest at 5 percentage points above the base rate p.a.; if the Customer is an entrepreneur, at 9 percentage points above the base rate p.a. The assertion of higher interest and further damages in the event of default remains unaffected.
3.3 Set-off against counterclaims of the Customer or retention of payments due to such claims is only permissible to the extent that the counterclaims are undisputed or legally established.
3.4 Wagner is entitled to make outstanding deliveries or services only against advance payment or security if, after conclusion of the contract, circumstances become known which are likely to significantly reduce the Customer's creditworthiness and thereby jeopardize payment of Wagner's outstanding claims by the Customer from the respective contractual relationship (including from other individual orders for which the same framework agreement applies).
4.1 Wagner shall perform the contractually agreed services with the greatest possible care and conscientiousness. Wagner is entitled to engage third parties as subcontractors to perform the contractually agreed services.
4.2 Deadlines and dates for deliveries and services promised by Wagner are non-binding and serve only as a guideline unless otherwise agreed.
4.3 Wagner is not liable for impossibility of delivery or for delivery delays to the extent that these are caused by force majeure or other events unforeseeable at the time of conclusion of the contract (e.g., operational disturbances of any kind, difficulties in material or energy procurement, transport delays, strikes, lawful lockouts, shortage of labor, energy or raw materials, difficulties in obtaining necessary official permits, official measures or failure, incorrect or untimely delivery by suppliers) for which Wagner is not responsible. If such events make delivery or performance considerably more difficult or impossible for Wagner and the hindrance is not merely temporary, Wagner shall be entitled to withdraw from the contract. In the case of temporary obstacles, the delivery or performance periods shall be extended or the delivery or performance dates postponed by the duration of the hindrance plus an appropriate start-up period. If, as a result of the delay, it is unreasonable for the Customer to accept the delivery or service, the Customer may withdraw from the contract by immediate written declaration to Wagner.
4.4 If the Customer defaults on acceptance, in particular by postponements or delays in the execution of the order resulting in waiting times for Wagner's fitters, or if the Customer culpably breaches any other duty to cooperate, Wagner is entitled to charge the damage incurred thereby, including any additional expenses. Further claims remain reserved to Wagner.
5.1 In case of material defects of the delivered goods, Wagner shall, at its option, initially be obliged and entitled to remedy the defect or to deliver a replacement within a reasonable period of time. If repair or replacement delivery fails, the Customer may withdraw from the contract or reasonably reduce the remuneration.
5.2 The warranty is excluded if the Customer alters the goods or has them altered by third parties without Wagner's consent and thereby makes defect rectification impossible or unreasonably difficult. In any case, the Customer shall bear the additional costs of rectification resulting from the alteration.
5.3 A delivery of used goods agreed individually with Wagner is made excluding any warranty for material and legal defects.
5.4 If a defect is based on Wagner's fault, the Customer may claim damages in accordance with the provisions in clause 9.
5.5 The Customer is obliged to inspect the delivered goods immediately in accordance with § 377 HGB and to notify Wagner of any defects without delay.
5.6 The above warranty provisions apply correspondingly to contractual works performed by Wagner. Subsequent performance shall be effected by rectification.
5.7 Deviating from the preceding provisions, statutory provisions and clause 9 shall apply to Wagner's services.
6.1 The goods delivered by Wagner to the Customer shall remain the property of Wagner until full payment of all current and future claims of Wagner. The goods as well as goods that replace them under the following provisions and are covered by the retention of title are hereinafter referred to as "reserved goods".
6.2 The Customer is entitled to process and resell the reserved goods in the ordinary course of business until the occurrence of the realization event (clause 6.7). Pledging and transfer of ownership as security are not permitted.
6.3 If the Customer processes the reserved goods, it is agreed that the processing is carried out in the name and on behalf of Wagner as supplier and that Wagner immediately acquires ownership or—if the processing is carried out from materials of several owners or the value of the processed item is higher than the value of the reserved goods—co-ownership (fractional ownership) of the newly created item. In the event that such acquisition of ownership by Wagner does not occur, the Customer already now transfers its future ownership or— in the aforementioned ratio—co-ownership in the newly created item to Wagner as security. If the reserved goods are combined or inseparably mixed with other items to form a uniform item and one of the items must be regarded as the main item so that Wagner or the Customer acquires sole ownership, the party owning the main item transfers co-ownership of the uniform item to the other party in the proportion stated in sentence 1.
6.4 In the event of resale of the reserved goods, the Customer hereby assigns the claim arising therefrom against the purchaser to Wagner as security—if Wagner has co-ownership in the reserved goods, proportionally corresponding to the co-ownership share—Wagner hereby accepts this assignment. The same applies to other claims that replace the reserved goods or otherwise arise in connection with the reserved goods, such as insurance claims or claims arising from tort in the event of loss or destruction. Wagner authorizes the Customer revocably to collect the claims assigned to Wagner in its own name. Wagner may revoke this collection authorization only in the realization event.
6.5 If third parties gain access to the reserved goods, in particular by seizure, the Customer shall notify them immediately of Wagner's ownership and inform Wagner to enable it to enforce its ownership rights. If the third party is unable to reimburse Wagner for the court or extrajudicial costs incurred in this context, the Customer shall be liable to Wagner for these costs.
6.6 Wagner will release the reserved goods as well as items or claims replacing them insofar as their value exceeds the amount of the secured claims by more than 50%. The selection of the items to be released is at Wagner's discretion.
6.7 In the event of breach of contract by the Customer, in particular in case of non-payment of the due remuneration, Wagner shall be entitled to withdraw from the contract in accordance with statutory provisions and to demand the return of the goods on the basis of the retention of title ("realization event"). If the Customer does not pay the due remuneration, Wagner may only assert these rights if Wagner has previously set the Customer a reasonable payment period without success or if such setting of a period is dispensable under statutory provisions.
The Customer shall provide scaffolding, electrical and water connections as well as local transport means on site for installation work. The Customer shall perform any required acts of cooperation unless Wagner has expressly agreed to assume them in the contract.
8.1 Wagner undertakes to make the rental item available to the Customer (hereinafter also "Renter") for the agreed rental period. A rental contract concluded for a specific rental period can generally only be terminated by either contracting party for good cause. A good cause for Wagner exists in particular if the Renter makes or has made changes to the rental item or uses the rental item under aggravated, non-agreed conditions, if the Renter is in default of payment of a due amount by more than 14 days, or if the Renter violates an essential provision of the contract including the provisions of these GTC.
8.2 Wagner is entitled to exchange the rental item during the rental period for another comparable rental item, provided that the other rental item meets the agreed rental purpose, in particular the contractually agreed rental use, and the legitimate interests of the Renter do not oppose this. The Renter has no claim to a like-new rental item.
8.3 Wagner shall provide the rental item including accessories in operational condition to the Renter free to the place of use. The Renter is responsible for unobstructed access to the unloading/loading location. Upon transfer of the rental item, the risk of loss and destruction passes to the Renter.
8.4 Before handover and commissioning of the rental item, Wagner shall instruct the Renter in its use. All visible damages to the rental item shall be recorded in the acceptance protocol. By signing the acceptance protocol, the Renter confirms the contractually compliant condition of the rental item, the scope of any accessories provided and the instruction in the use of the rental item. The Renter shall notify Wagner of hidden defects without delay after their discovery.
8.5 The Renter is obliged to pay the agreed rent. The rent is calculated on the basis of the actual period of provision, whereby each commenced day is to be remunerated by the Renter. The Renter is furthermore obliged to treat and maintain the rental item properly and with care. This also includes taking precautions and protective measures against damage and/or loss due to weather influences and access by unauthorized third parties, in particular theft.
8.6 The Renter may not sublet the rental item or transfer it to third parties, not even on loan, without Wagner's prior written consent. Any use beyond the contractual purpose is prohibited.
8.7 In the event of damage to the rental item for reasons for which Wagner is not responsible, the Renter shall bear the costs of remedying the damage which Wagner will arrange. If repair of the rental item is not possible or economically unreasonable, the Renter shall be obliged to compensate Wagner for the current value of the rental item.
8.8 The Renter is liable for operating hazards arising from the rental item unless they are attributable to a defect of the rental item. To the extent that third parties assert claims for compensation against Wagner due to personal injury or property damage caused by the Renter, the Renter shall indemnify Wagner to the extent of the justified claims for damages.
8.9 If third parties assert rights in the form of seizures or other rights to the rental item, the Renter is obliged to inform Wagner immediately and to notify the third party of the existing rental contract and Wagner's ownership.
9.1 Wagner's liability for damages is—where fault is relevant—limited in accordance with the provisions specified in this clause 9.
9.2 Wagner is liable for damages arising to the extent that these are based on a breach of a material contractual obligation or on intentional or grossly negligent conduct by Wagner, its legal representatives or vicarious agents. If a material contractual obligation is breached through slight negligence, Wagner's liability is limited to the foreseeable, contract-typical damage. A material contractual obligation is given for obligations whose fulfillment makes the proper execution of the contract possible in the first place or on whose compliance the Customer has relied and was entitled to rely.
9.3 Any liability for damages beyond this is excluded. Liability for culpable injury to life, body or health under statutory provisions remains unaffected. This also applies to mandatory liability under the Product Liability Act.
9.4 To the extent Wagner provides technical information or acts in an advisory capacity and such information or advice is not part of the contractual, owed scope of performance, this is provided free of charge and excluding any liability.
If the Customer cancels the order within three (3) weeks before the agreed execution date, the Customer is obliged to pay liquidated damages in the amount of 20% of the contractually agreed remuneration. The Customer remains free to prove that Wagner has suffered no damage or a lesser damage. Wagner reserves the right to claim, instead of the foregoing flat rate, a higher amount of damages by providing evidence of the specific costs and expenses to the extent that the costs and expenses exceed the lump sum amount.
11.1 Amendments and supplements to the contract concluded between Wagner and the Customer require written form. Amendments and supplements to these Terms and Conditions are only effective if confirmed in writing by Wagner.
11.2 If the Customer is a merchant, a legal entity under public law or a public-law special fund or does not have a general place of jurisdiction in the Federal Republic of Germany, the place of jurisdiction for all disputes arising from the business relationship between Wagner and the Customer shall be Cologne.
11.3 The contract concluded between Wagner and the Customer including these General Terms and Conditions is governed by the law of the Federal Republic of Germany to the exclusion of all references to other legal systems and international treaties. The applicability of the UN Sales Convention is excluded.
11.4 To the extent that the contract or these General Terms and Conditions contain gaps, those legally effective provisions shall be deemed agreed to fill these gaps which the contracting parties would have agreed upon according to the economic objectives of the contract and the purpose of these General Terms and Conditions if they had been aware of the gap.
