GTC
General Terms and Conditions of Delivery of UWS Technologie (hereinafter referred to as “Supplier”)
§ 1 Scope
(1) Our terms and conditions of delivery apply to all legal relationships with our customers with the exclusion of any differently worded conditions issued by the
customer. It is only possible to deviate from these terms and conditions with written confirmation from the supplier.
(2) With the quotation and/or the order and/or the order confirmation the customer expressly waives the application of the customer’s terms and conditions of
business, in particular the inclusion of the customer’s terms and conditions of procurement, irrespective of how they are referred to. Any exclusions to our
terms and conditions formulated in general conditions, general agreements, delivery agreements or similar that would make it impossible to apply our terms
and conditions of delivery are hereby excluded by agreement between the parties. Deliveries by the supplier do not any point or under any circumstances
signify acceptance of the buyer’s conditions.
§ 2 Quotation / acceptance
(1) Advertisements, letters, offers, flyers, websites, other offerings and/or catalogues and similar items from us only represent invitations to our customers to
submit an offer of contract in the legal sense.
(2) With the order or the enquiry placed by the customer, the customer declares to the supplier an offer that is binding for the customer with an obligation
period of 4 weeks. Acceptance on our part is by written order confirmation by our organisation and/or shipment of the goods ordered within the period.
§ 3 Prices
(1) All our prices are ex works, provided not otherwise expressly agreed, even if delivery by the supplier is agreed. The risk is transferred to the customer in
principle ex works and ex the supplier’s warehouse. Even if we cover the cost of delivery there is no change to ruling on the transfer of risk.
(2) Our prices are, provided not otherwise expressly agreed, exclusive of freight, carriage, packaging, transfer fees, irrespective of their nature, and similar costs.
(3) Fulfilment of the customer’s obligation by the submission of a cheque and/or bill of exchange is in principle excluded between the supplier and the customer.
As far as the supplier, on an exceptional basis, accepts the submission of a cheque, this will only be considered fulfilment of payment after irrevocable
cashing by the supplier.
§ 4 Partial invoices
The supplier is expressly entitled to issue advance invoices and/or partial invoices to the customer. If the customer is in arrears with the payment of advance
and/or partial invoices, the supplier is released from all contractual obligations, both in relation to time and content, from all contracts with the customer for the
period the customer is in arrears. Further claims on the part of the supplier against the customer remain expressly unaffected.
§ 5 Payment terms
(1) The customer must pay the invoice within 8 days of the date of the invoice without deductions, provided not otherwise expressly agreed in writing. After 8
days from the date of the invoice have elapsed, the supplier is entitled to charge interest on arrears in the amount of 8 percentage points above the current
base rate.
(2) If the customer is in arrears with the payment of an invoice, the supplier is released from all contractual obligations, both in relation to time and content,
from all contracts with the customer for the period the customer is in arrears. Further claims on the part of the supplier against the customer remain expressly
unaffected.
§ 6 Offsetting / right of retention
The customer is only entitled to offset claims from the supplier if the customer’s claim is not undisputed or has been recognised by a court of law. The customer
can enforce a right of retention against the supplier’s claims only in relation to claims from the same contractual relationship.
§ 7 Purchase on trial / samples
(1) Specimen/sample deliveries by the supplier are to be checked within 10 days of provision and to be returned free of charge within this period if not found
acceptable.
(2) Specimen/sample deliveries are only those that are expressly identified by the supplier as a specimen/sample delivery.
(3) If the period of 10 days for specimen deliveries is exceeded, the goods are considered bindingly accepted at the normal purchase price for the goods as
per the supplier’s prices.
§ 8 Cost changes
(1) If there are more than two months between the conclusion of the contract with the customer and the day of delivery and this situation is not due to a delay
for which the supplier is responsible, and a fixed supplier payment is agreed, the supplier is entitled to adjust the payment appropriately, if development
costs, production costs or other costs, in particular wages and/or material prices and/or raw material prices change after the conclusion of the contract. If
the price increase is more than 10%, the customer has the right to withdraw; this right is to be exercised within a week from receipt of the notification of the
increase in the payment.
(2) As far as there exists a contractual agreement with the customer and this agreement includes several separate deliveries of the content, the supplier is
entitled to charge to the customer corresponding demonstrable raw material price and/or wage costs increases and/or increases in other costs, irrespective
of the reason, proportionally to the delivery, referred to a corresponding price adjustment. The customer declares the customer’s express agreement now.
§ 9 Packaging charges / returns
(1) The supplier is entitled to invoice the customer for charges based on the current version of the German ordinance on packaging (Verpackungsverordnung).
These charges will not be invoiced only if the customer demonstrates that customer meets the prerequisites for the omission of these charges at the supplier.
(2) Customer returns are expressly at the customer’s risk, provided no other agreement has been made with the supplier. In this situation the supplier does not
have the obligations to accept the returns.
§ 10 Delivery date
(1) Delivery dates from our organisation are in principle agreed as non-binding with the customer. If, exceptionally, binding delivery periods are agreed, these
periods start with the receipt of the supplier’s order confirmation at the customer, however not prior to the provision of any documents, approvals, clearances,
information – irrespective of their nature – to be obtained by the customer and any other paperwork necessary, as well as the receipt of any payment of a
partial and/or advance invoice issued by the supplier.
(2) A binding delivery period is considered fulfilled if the goods are ready for shipment at the supplier and the shipping advice is sent to the customer. Evidence
of sending the shipping advice is considered provided with the evidence of sending at the supplier.
(3) The supplier is expressly permitted to make partial deliveries and also to issue related advance and/or partial invoices.
(4) The supplier is expressly entitled, after prior notification, to make partial deliveries and/or the delivery even before the binding delivery date exceptionally
agreed.
§ 11 Force majeure
(1) In all cases of force majeure as well as a result of industrial unrest, unforeseeable events and/or delivery delays and/or delivery failures from the supplier’s
sub-contractors, the obligation on the supplier to deliver punctually no longer applies and any bindingly agreed delivery period is extended as appropriate
in relation to the event causing the disruption.
(2) On the occurrence of the delivery impediments stated above for a period of more than one month, the supplier is also entitled to withdraw from the contract.
In the event of such a withdrawal it is agreed that the supplier will not be in breach of any obligations.
§ 12 Content of the delivery
The supplier is entitled to make changes to the object of the delivery, provided the function of the object of the delivery does not change significantly and the
changes are reasonable for the customer.
§ 13 Colour fastness
Liability for material defects on the part of the supplier for the colour fastness of the products supplied is expressly excluded between the supplier and customer.
The product colours agreed in the contract are to be considered non-binding.
§ 14 Product characteristics
Product deviations within the agreed western European tolerances are considered contractual product characteristics. If no tolerances are agreed, a deviation
of up to 10% above the normal tolerances in the western European region is agreed as product characteristics.
§ 15 Agreement of intended purpose
The intended purpose agreed between the customer and the supplier is the confirmed intended purpose stated in the supplier’s order confirmation.
§ 16 Liability for material defects
(1) The supplier’s liability for material defects is limited to 6 months from the transfer of risk for the goods. Within these 6 months the customer is entitled to
demand the rectification of any defects in the form of improvement and/or a new delivery at the discretion of the supplier within an appropriate period.
(2) The customer has the obligation to check the goods in all deliveries, also partial deliveries, without delay. All defects, including quantity deviations and/or
incorrect deliveries are to be notified in writing at the latest within one week, however in all circumstances prior to processing or installation, provided these
defects are apparent during a normal inspection. The statutory obligations as per § 377 of the German commercial code (HGB) are expressly not affected by
this clause and are considered effectively agreed between the customer and supplier.
(3) Claims by the customer for expenses for the purpose of rectification are excluded in so far as the expenses are increased because the object of the delivery
has been subsequently moved to a place other than any agreed delivery location, or the object of the delivery has been mixed with other materials and/or
installed in other materials. This exclusion does not apply if the integration corresponds to the usage that was notified in writing at the start. In this case, the
statutory provisions are agreed for a normal inspection and assessment of concealed defects.
§ 17 Liability
(1) The liability of the supplier, the supplier’s legal representative and vicarious agents due to breach of duty and tort is limited to intent and gross negligence. If
obligations essential to the contract are infringed, this limitation does not apply. In any case the liability is limited to the foreseeable damages typical for this
type of contract. The supplier is not liable for consequential damages or loss of production, provided these are not subject to mandatory statutory provisions.
(2) In the event of damages in the form of loss of life, injury and/or harm to the health, the supplier is liable without limitation.
§ 18 Retention of title
(1) The supplier retains the title to all objects delivered until receipt of all payments from all terms and conditions of business with the customer.
(2) The processing or transformation of the object supplied by the customer is always undertaken for the supplier as long the retention of title remains in effect.
If the object of the delivery is mixed and/or processed with other objects that do not belong to the supplier, the supplier acquires co-ownership of the new
item in the ratio of the value of the object delivered to the other items mixed at the time of the mixing and/or processing. If the item manufactured from the
mixing and/or processing by the customer is to be considered the principal item in legal terms, the customer already transfers the proportional co-ownership
in the amount of the value of the object delivered to the supplier. The supplier expressly accepts this transfer.
(3) If the goods delivered that are owned or co-owned by the supplier are sold by the customer, the customer already assigns the customer’s payment claims in
relation to the third party to the supplier, provided there is still retention of title. The supplier expressly accepts this assignment. The customer is entitled to
collect the claims assigned. The supplier can however withdraw this authorisation at any time, if there are reasons from the point of view of the supplier to
doubt the creditworthiness and/or solvency and/or contractual fidelity of the partner to the contract, in particular if invoices due, irrespective of their nature,
are not paid within the payment periods.
(4) The customer has the obligation to provide to the supplier information on the following aspects, on request, at any time, without restriction:
- a) Address of his customers with complete address data;
- b) Currently open receivables from his customers in relation to the customer, as far as deliveries have been made to his customers that contain goods that
are owned or co-owned by the supplier.
(5) The supplier has the express obligation to release all securities assigned to the supplier on request from the customer if the value of the securities exceeds
the receivables to be secured by more than 10% (market value).
§ 19 Property rights
(1) The customer guarantees that all documents and/or materials and/or tools and/or moulds and/or other information – irrespective of their nature – that are
provided to the supplier, as well as the supplier’s products manufactured as requested by the customer or to customer requirements do not involve any
infringement of the rights of third parties and are free of third-party rights. The customer absolves the supplier from any legal claims by third parties in the
internal relationship.
(2) The supplier holds the exclusive property rights, patent rights, name rights, copyright and other rights to all products delivered and/or developed by the
supplier and to the related product documents, product information, product names, product software and similar, provided these rights are not already
legally held by third parties.
§ 20 Data protection
(1) The supplier is entitled the save the customer’s personal data obtained in the context of the business relationship as per the provisions of German federal
law on data protection (Bundesdatenschutzgesetz).
(2) Furthermore, the supplier is entitled to pass on information and data on the customer to third parties for storage, processing and/or utilisation, in particular
for the purpose of debt collection or outsourced debtor management.
(3) The clauses above are applied without limitation provided there is no worthy, prevailing customer interest in the prohibition of the processing, in particular
the transmission of the data.
§ 21 Assignment
(1) The supplier is expressly permitted to assign and to transfer to third parties the supplier’s rights and obligations from contracts with the customer.
(2) To assign and/or transfer rights and obligations from contracts with the supplier to third parties the customer requires the prior, express, written agreement
of the supplier.
§ 22 Miscellaneous
(1) Place of fulfilment is the supplier’s registered address.
(2) The court of jurisdiction is the court responsible for the supplier’s registered address.
(3) Only formal and substantive German law is applicable with the exclusion of those provisions of international private law that would result in the application
of foreign legal norms, as well as with the exclusion of bilateral and multinational provisions (UN Sales Convention, CISG).
(4) There are no side agreements alongside these terms and conditions of business and side agreements can only be made in written form. Deviation from the
requirements for the written form can in turn only be agreed in writing. An implied deviation between the parties is expressly excluded.
§ 23 Severability clause
If individual provisions of this contract are ineffective, partially ineffective or cannot be implemented, the effectiveness of the remaining provisions is not affected.
Instead of ineffective, partially ineffective provisions or provisions that cannot be implemented, the parties agree to define an arrangement that is as
close as possible to the intention and purpose of the ineffective, partially ineffective provision or provision that cannot be implemented. Should the parties
not come to such an agreement, instead of ineffective, partially ineffective provision or provision that cannot be implemented, if required by the parties, the
related statutory provision that is as close as possible to the intention and purpose of the ineffective, partially ineffective provision or provision that cannot be
implemented comes into effect.
§ 24 Defects, Notification of Defects and Warranty
(1) The customer is obliged to carefully inspect the received goods immediately after delivery for quantity and quality and, if a defect becomes apparent, to
notify the company of this immediately, otherwise the delivery shall be deemed approved. Notification of obvious defects shall only be on time if received by
the Company in text form within 14 days of delivery. Notification of defects which are not obvious shall be deemed in time if it is received by the company in
text form within a period of 14 days from discovery by the customer.
(2) If the customer detects a material defect, he is no longer entitled to dispose of the item, i.e. it may not be divided, combined with other items, mixed, processed
or resold until agreement has been reached on the handling of the complaint or an independent evidence procedure has been carried out by an expert
appointed and certified by the Chamber of Industry and Commerce at the customer’s place of business.
(3) The customer is obliged to provide the company with the goods or samples for the purpose of examining the complaint. In the event of culpable refusal,
the warranty shall lapse.
(4) In the case of justified complaints, the company is entitled to determine the type of subsequent performance (replacement delivery or rectification) taking
into account the type of defect and the customer’s interests.
(5) The Customer shall inform the Company immediately of any warranty claim occurring with a contractual partner.
(6) Warranty claims of the customer expire 12 months after delivery.
(7) With the purchase of used things warranty claims of the customer are excluded after § 437 BGB altogether.
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