Purchasing Terms and Conditions WRC Promoter GmbH

Status: January 2025

These Purchasing Terms and Conditions (“Terms”) apply to all acquisitions of goods or services by WRC Promoter GmbH (“WRCP”) from its suppliers or service providers (“Supplier”), regardless of whether a formal purchase order (“PO”) is issued. These Terms are binding upon any agreement, delivery, or transaction between the WRCP and Supplier unless explicitly agreed otherwise in writing.

 

1.       Scope and Acceptance

 

1.1.   These Terms apply to all purchases, orders, and transactions made by the WRCP, including but not limited to purchase orders, contracts, or verbal agreements for goods or services.

1.2.   By providing goods or services to the WRCP, the Supplier agrees to these Terms. Any conflicting or additional terms proposed by the Supplier are rejected unless expressly accepted in writing by the WRCP. This exclusion also applies in the case that general terms and conditions or other conditions are submitted to WRCP by the Supplier, and WRCP does not expressly object to these and/or accepts the Services of the Supplier without reservation.

Any deviating terms of contract are only valid if the relevant provision is supplemented by the clause that it precedes these GTCP and that this has been expressly accepted by WRCP in writing.

1.3.   Offers by the Supplier may only be accepted expressly and in writingby WRCP. Any verbal or implied acceptance of an offer is excluded and ineffective. Verbal side agreements are only and exclusively binding if they are confirmed in writing. This also applies to any later amendments and supplements.

Offers by the Supplier are also valid and binding if they are submittedvia (unsigned) email, fax or in any other customary electronic manner (e.g. Docusign). The Supplier is bound to his written offers for no less than four weeks. Longer acceptance periods are permissible.

1.4.   The WRCP’s failure to object to specific terms provided by the Supplier does not constitute acceptance of such terms.

 

2.       Prices and Payment Terms

 

2.1.   The prices agreed in the order or individual agreement and confirmed by WRCP in writing apply exclusively. All prices are net and exclusive of statutory sales or value added tax in the relevant applicable amount.

Retrospective adjustment of the agreed prices is only permissible with the express written consent of WRCP.

 

2.2.   The Supplier is obliged to issue an invoice for each Delivery or Service in accordance with the Austrian VAT Act [Umsatzsteuergesetz–UStG] and to submit it to WRCP together with all proof of performance (e.g. delivery notes or work time records).

If invoices are incomplete or incorrect, WRCP will instruct the Supplier, within a reasonable period of no less than two weeks, to submit a rectified, complete and correct invoice to WRCP. Inthe case of impairments of performance or other counterclaims by WRCP, the Supplier must, within two weeks, either issue a creditnote or reimburse WRCP for any remuneration already paid. This also applies in the case of corrected invoices.

The deadline for payment of the Supplier’s invoices agreed hereinafter commences no earlier than upon receipt of a complete and correct invoice from the Supplier that is accepted without objection by WRCP.Deductions such as withholding tax, customs, other taxes, charges, fees or dues are not permissible. Payments shall be made within thirty (30) days of Supplier’s receipt of an invoice. All taxes and customs shall entirely be borne and handled by the Supplier. WRCP shall supply certificates of fiscal residency and other documents (if any), upon Contractor’s request in each WRC Season during the Term. If any withholding tax had to be paid to the competent tax authorities, the Contractor shall supply to WRCP a certificate of payment stating the amount withheld and paid to the relevant authorities                 .

 

2.3.   WRCP is obliged to pay or transfer to the account specified by the Supplier the complete and correct invoices of the Supplier that remain uncontested for two weeks within 30 days of receipt of the Supplier’s invoice. The date of the receipt stamp, and not the invoice date, is deemed the date of receipt, unless the invoice is dated later than the receipt stamp. Deviating terms of payment are only applicable if expressly confirmed by WRCP in writing, including the supplement that this clause of the GTCP has been effectively excluded.

In the event that WRCP is in default of payments, default interestof 5% p.a. is agreed.

 

2.4.   WRCP’s payments of the Supplier’s invoices are always subject to reclamation and do not constitute any acknowledgement whatsoever e.g. that the Supplier’s Deliveries and Services were in fact ordered and/or performed in full or free from defects. With the payment of the Supplier’s invoices, WRCP by no means waives the assertion of rights or claims of any kind whatsoever.

In the case of impairment of performance of an obligation, WRCP is entitled to withhold payments either in full or in part until such impairment is fully removed and all agreed Deliveries and Services have been duly performed.

 

2.5.   Under no circumstances is the Supplier entitled to set off any claims against claims by WRCP, unless these have been expressly approved by WRCP in writing or declared in a final court decision. Furthermore, the Supplier may only assign claims against WRCP to third parties with the express consent of WRCP.

 

2.6.   Price changes and adjustments are generally only permissible by mutual agreement and with the written confirmation of WRCP. In principle, in the case of increases in the quantity or quality of the Supplier’sServices by up to10%, price changes and adjustments are not permissible.

 

2.7.   Automatic or unilateral price increases by the Supplier are not permissible. In the event of an extension or renewal of contract, a maximum price adjustment by 5% is permissible if accepted by WRCP in writing on a case-by-case basis. Upon extension or renewal ofthecontract, WRCP is furthermore entitled to reduce the agreed quantities (e.g. number of licences) and volumes (e.g. memory space) by no moret han 5% and to adjust the agreed remuneration accordingly. The unit costs or the prices for the Supplier’s individual Services and the rebates applied to the prices may notbe changed on the basis of a quantitative reduction.

 

3.       Delivery, Performance, and Deadlines

 

3.1.   The Supplier must deliver goods or perform services by the agreed deadline. Delivery must be made to the specified location, and services must be rendered in accordance with the WRCP’s requirements.

3.2.   The Supplier must notify the WRCP promptly of any expected delays or inability to meet deadlines.

3.3.   Early deliveries or performance require the prior approval of the WRCP.

3.4.   Risk of loss or damage remains with the Supplier until delivery is complete and accepted by the WRCP.

 

4.       Inspection and Quality

 

4.1.   WRCP reserves the right to inspect all goods and services upon delivery or performance. Payment does not constitute acceptance.

4.2.   Any non-conforming or defective goods or services may be rejected at the Supplier’s expense. Rejected goods must be replaced, or services re-performed, within a reasonable timeframe specified by the WRCP.

 

5.       Warranties

 

5.1.   The Supplier warrants that all goods and services:

• Are free from defects in material, workmanship, and design.

• Conform to the agreed specifications, industry standards, and applicable regulations.

• Are fit for the WRCP’s intended purpose if such purpose is disclosed.

5.2.   Warranty claims remain valid for 3 years after delivery or performance, unless otherwise agreed.

 

6.       Confidentiality and Intellectual Property

 

6.1.   Any information provided by the WRCP, including but not limited to technical specifications, designs, or business details, must remain confidential and used solely for fulfilling the WRCP’s requirements.

6.2.   Any intellectual property created as a result of the Supplier’s performance under these Terms becomes the exclusive property of the WRCP (in particular in the way of an exclusive license), unless agreed otherwise in writing. Furthermore, and without limiting sentence 1, each contracting party retains the exclusive rights to its industrial property rights, copyrights and other know-how which it held upon conclusion of contract or which it acquired or developed independently from the contractual relationships between WRCP and the Supplier.

6.3.   The Supplier is not entitled to publish, promote or in any other way advertise his relationship with WRCP without the written consent of authorised representatives of WRCP GmbH.The use of company names, trademarks or other signs of WRCP including but not limited to FIA related names, trademarks or other signs (in particular “WRC”) for any purpose other than the fulfilment of agreements between the Supplier and WRCP is expressly prohibited.

 

 

7.       Liability and Indemnification

 

7.1.   The Supplier is liable for all damages, losses, or expenses incurred by the WRCP as a result of defective goods, non-conforming services, or breach of these Terms.

7.2.   The Supplier shall indemnify and hold the WRCP harmless from any third-party claims arising out of or related to the Supplier’s goods or services.

 

8.       Termination

 

8.1.   WRCP reserves the right to terminate any agreement or transaction for convenience with written notice to the Supplier.

8.2.   In the event of the Supplier’s breach of these Terms, the WRCP may terminate immediately without liability and seek damages or remedies.

 

9.       Compliance with Laws and Ethical Standards, Data Protection

 

9.1.   The Supplier must comply with all applicable laws, regulations, and industry standards, including but not limited to labor laws, environmental regulations, and anti-bribery laws.

9.2.   The Supplier agrees to adhere to the WRCP’s ethical standards and code of conduct.

9.3.   If applicable and in addition to these Terms, WRCP and the Supplier will also conclude the Data Processing Agreement (DPA), to ensure that the processing of personal data by the Supplier is carried out upon the Principal’s instructions and in accordance with the applicable data protection laws. The DPA is an integral part of these GTCP.

 

 

10.     Force Majeure

 

10.1.Neither party is liable for delays or failure to perform due to unforeseen events beyond their control, including but not limited to natural disasters, government actions, or labor strikes.

10.2.The affected party must notify the other party promptly and take reasonable steps to mitigate the impact of the force majeure event.

 

11.     Governing Law and Dispute Resolution

 

11.1.These Terms are governed by the laws of Germany with exclusion of the standards of international private law and the UN Convention on Contracts for the International Sale of Goods.

11.2.Disputes arising from these Terms shall be resolved exclusively in the courts of Landgericht München.

 

12.     Miscellaneous

 

12.1.If any provision of these Terms is deemed invalid or unenforceable, the remaining provisions remain in full force and effect.

12.2.These Terms constitute the entire agreement between the WRCP and Supplier concerning the subject matter and supersede all prior agreements or understandings.

 

 

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