Company and scope

These Terms are issued by W2B GmbH, Ahornstr. 32, D-85296 Rohr (Rohrbach), Germany (“W2B”, “we”, “us” or “our”).

Unless W2B agrees otherwise in writing, transactional provisions apply only to entrepreneurs, legal entities under public law and special funds under public law acting in the course of business (“Customer”). Conflicting or additional customer terms do not apply unless expressly accepted by W2B in text form.

A specific quotation, order confirmation, framework agreement or other signed agreement takes priority over these Terms if there is a conflict.

Website use

The website provides general information about W2B, its product categories and services. Website content does not normally constitute a binding offer, guarantee or promise that a particular product, quantity, price or delivery date is available.

You may use the website only for lawful business purposes. You must not interfere with its security or operation, attempt unauthorised access, introduce malicious code, scrape content in a way that burdens the service, or use W2B content to mislead others.

We may update, suspend or withdraw any part of the website without prior notice where reasonably necessary.

Enquiries, offers and formation of contract

An enquiry submitted through the website, by email, telephone or WhatsApp is not an order acceptance. A contract is formed only when W2B issues an express written order confirmation, accepts an order in text form, dispatches the goods, or both parties sign a separate agreement—whichever applies to the transaction.

Unless a quotation states otherwise, quotations are non-binding and subject to product availability, supplier confirmation, credit review, export/import feasibility and agreement on logistics. Any quotation validity period will be stated in that quotation.

The Customer is responsible for checking that its order details, product specifications, delivery location and company information are complete and accurate before confirmation.

Products and information

Images, packaging, colours, dimensions, weights and descriptions shown online or in marketing material are illustrative unless expressly agreed as binding specifications. Manufacturers may change packaging or specifications without prior notice, subject to applicable law and the agreed contract.

Information provided by a manufacturer or supplier may be passed on in good faith. The Customer must verify suitability, labelling, language, registration, storage, import and resale requirements for its intended market unless W2B expressly undertakes that responsibility in writing.

Samples, certificates or documents are provided only where agreed and available.

Prices, taxes and payment

Prices are those stated in the applicable quotation or order confirmation. Unless expressly stated otherwise, prices are net of VAT, customs duties, import taxes, bank charges, insurance, transport, unloading and other destination costs.

Payment currency, method, deposit, due date and banking details will be stated in the commercial documents. Payment is complete only when cleared funds are received in the account designated by W2B.

For late payment, W2B may exercise the rights available under applicable law, including statutory default interest and reasonable recovery costs. W2B may suspend further performance if amounts are overdue or if reasonable concerns arise regarding the Customer’s ability to pay.

Delivery, transfer of risk and documentation

Delivery dates are estimates unless expressly confirmed as binding. Partial deliveries may be made where reasonable and commercially acceptable.

The delivery term, place, freight responsibility and transfer of risk are determined by the quotation or order confirmation. Where an Incoterms® rule is agreed, it shall be interpreted according to the version expressly stated in the contract.

The Customer must provide accurate import, consignee and destination information in good time. Delays caused by missing approvals, documents, instructions or payments may extend the delivery period and result in additional reasonable costs.

Retention of title

To the extent permitted by applicable law, goods remain the property of W2B until all amounts due under the relevant business relationship have been paid in full. The Customer must store retained goods with reasonable care, identify them where practicable and notify W2B promptly of seizure, insolvency-related action or third-party claims.

Any extended or expanded retention-of-title arrangement requires legal review and, where applicable, an express written agreement suitable for the relevant country.

Inspection, defects and claims

The Customer must inspect goods promptly after delivery, including quantity, visible condition, packaging and conformity with the agreed specification. Apparent defects or shortages should be reported in text form without undue delay, with photographs, batch information, delivery documents and other reasonable evidence.

Hidden defects should be notified promptly after discovery. Statutory duties of examination and notification applicable to merchants remain unaffected.

Available remedies depend on the contract and applicable law. W2B must be given a reasonable opportunity to inspect the claim and, where legally appropriate, repair, replace, redeliver or otherwise remedy the issue before further remedies are pursued.

Trade and legal compliance

Each party must comply with laws applicable to its role, including sanctions, export controls, customs, anti-bribery, anti-money-laundering and product-market requirements. The Customer must not resell, export or use products in a prohibited country, for a prohibited end use or for a prohibited person.

W2B may request reasonable identity, ownership, destination, end-use or compliance documentation and may pause or reject a transaction if required information is not supplied or if proceeding could create legal or reputational risk.

Liability

Nothing in these Terms excludes or limits liability where exclusion or limitation is prohibited, including liability for intent, gross negligence, injury to life, body or health, fraudulently concealed defects, an expressly assumed guarantee, or liability under mandatory product-liability law.

For ordinary negligence involving an essential contractual obligation, liability is limited—where legally permissible—to the foreseeable damage typical for the contract. Essential obligations are those whose performance enables proper execution of the contract and on whose fulfilment the Customer may ordinarily rely.

Any further limitation, exclusion or financial cap must be set out in the applicable commercial agreement and reviewed for enforceability under the circumstances of the transaction.

Force majeure

A party is not responsible for delay or non-performance caused by events beyond its reasonable control, including natural disasters, war, sanctions, embargoes, epidemics, strikes, port congestion, transport interruption, cyber incidents, energy shortages, government action or material supplier failure, provided the affected party notifies the other party and takes reasonable steps to mitigate the effects.

If the event continues for an extended period and substantially frustrates the transaction, either party may exercise termination rights available under the contract or applicable law.

Intellectual property

Website content—including text, graphics, logos, layout and original imagery—is owned by or licensed to W2B and protected by applicable intellectual-property laws. You may view and print reasonable extracts for internal business evaluation, but may not reproduce, modify, distribute or commercially exploit the content without prior permission.

Third-party brands and trademarks remain the property of their respective owners. Their appearance does not imply endorsement or affiliation beyond any lawful product reference.

Privacy and external links

Personal data is handled as described in our Privacy Policy. External links are provided for convenience. W2B does not control third-party websites and is not responsible for their content, availability or privacy practices.

When you contact us through WhatsApp or another third-party service, that provider’s own terms and privacy information also apply.

Governing law and jurisdiction

Unless mandatory law or a specific written agreement requires otherwise, the laws of the Federal Republic of Germany apply, excluding its conflict-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded only where this is expressly agreed in the applicable contract.

For merchants, legal entities under public law and special funds under public law, the courts having jurisdiction at W2B’s registered office shall have jurisdiction to the extent legally permissible. W2B may also bring proceedings at the Customer’s registered office or another competent court.

Changes and final provisions

The version in force when a contract is formed applies to that contract unless the parties agree otherwise. We may update website-use terms prospectively to reflect legal, technical or operational changes.

If any provision is invalid or unenforceable, the remaining provisions remain effective. The invalid provision will be replaced by the applicable statutory rule; the parties may agree a lawful provision that most closely reflects the intended commercial purpose.

Notices and contract changes must use the form specified in the relevant commercial agreement. Statutory priority rules concerning individually negotiated terms remain unaffected.