General Terms and Conditions
General Terms and Conditions of Delivery of UWS Technologie (hereinafter referred to as “Supplier”)
1 Scope of application
(1) Our terms of delivery apply to all legal relationships with our customers to the exclusion of any other terms and conditions of the customer. A deviation from this can only be made by written confirmation of the supplier.
(2) With its offer and/or order and/or order confirmation, the customer expressly waives the use of its terms and conditions of business, in particular the inclusion of its terms and conditions of purchase, irrespective of their designation. Any formulated exclusions of our terms and conditions of delivery in general conditions, framework agreements, supply contracts or similar, which would lead to the inapplicability of our terms and conditions of delivery, are hereby excluded by mutual agreement between the parties. Deliveries by the Supplier shall at no time and under no circumstances constitute acceptance of the Buyer’s terms and conditions.
2 Offer / Acceptance
(1) Advertising, letters, offers, advertisements, online offers, other offers and/or catalogs and the like on our part merely constitute invitations to submit a contractual offer to our customers in the legal sense.
(2) With the order or inquiry by the customer, the customer declares a binding offer to the supplier with a binding period of 4 weeks. Acceptance on our part shall be effected by written order confirmation from our company and/or by sending the ordered goods within this period.
(1) All our prices are ex works, unless expressly agreed otherwise, even if delivery by the supplier has been agreed. The transfer of risk to the customer is always ex works or ex supplier’s warehouse. Even if we assume the costs of delivery, this shall not change the regulation of the transfer of risk.
(2) Unless expressly agreed otherwise, our prices are exclusive of freight, postage, packaging, transfer charges of any kind and similar.
(3) A fulfillment of the customer’s obligation by cheque and/or bill of exchange is generally excluded between the supplier and the customer. Insofar as the Supplier accepts a cheque in exceptional cases, this shall only be deemed as fulfillment of the payment after irrevocable encashment by the Supplier.
4 Advance invoices
The Supplier is expressly entitled to issue advance invoices and/or partial invoices to the Customer. If the Customer is in default with the settlement of advance and/or partial invoices, the Supplier shall be released from all contractual obligations, both in terms of time and content, arising from all contracts with the Customer for the duration of the Customer’s default. Further claims of the Supplier against the Customer shall remain expressly unaffected by this.
5 Payment modalities
(1) The customer must pay the invoice within 8 days of the invoice date without deduction, unless expressly agreed otherwise in writing. After 8 days from the invoice date, the Supplier shall be entitled to charge interest on arrears at a rate of 9 percentage points above the current prime rate.
(2) If the Customer is in default with the settlement of an invoice, the Supplier shall be released from all contractual obligations, both in terms of time and content, arising from all contracts with the Customer for the duration of the Customer’s default. Further claims of the Supplier against the Customer shall remain expressly unaffected by this.
6 Offsetting / Right of retention
The customer is only entitled to offset against claims of the supplier if the customer’s claim is undisputed or has been legally established. A right of retention of the customer against claims of the supplier can only be asserted with regard to claims from the same contractual relationship.
7 Purchase on trial / samples
(1) Trial/sample deliveries from the Supplier must be inspected within 10 days of provision and returned free of charge within this period if they are not satisfactory.
(2) Trial/sample deliveries are only those which are expressly designated as trial/sample deliveries by the Supplier.
(3) If the deadline of 10 days for trial deliveries is exceeded, the goods shall be deemed to have been firmly accepted at the usual purchase price for the goods in accordance with the supplier’s prices.
8 Material defects, notice of defects and warranty
(1) The Customer is obliged to carefully inspect the quantity and quality of the goods received immediately after delivery and, if a defect is found, to notify the Company immediately, otherwise the delivery shall be deemed approved. Notification of obvious defects shall only be deemed timely if it is received by the Company in text form within a period of 14 days from delivery. Notification of non-obvious defects shall be deemed to have been made in good time if it is received by the company in text form within a period of 14 days from the date of discovery by the customer.
(2) If the customer discovers 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 an agreement has been reached on the handling of the complaint or an independent evidence procedure has been carried out by an expert appointed and sworn in by the Chamber of Industry and Commerce at the customer’s registered office.
(3) The customer is obliged to provide the company with the rejected goods or samples thereof for the purpose of examining the complaint. In the event of culpable refusal, the warranty shall lapse.
(4) In the event of justified complaints, the Company shall be entitled to determine the type of subsequent performance (replacement delivery or rectification), taking into account the nature of the defect and the interests of the Customer.
(5) The customer must inform the company immediately of a warranty case occurring with a contractual partner.
(6) Warranty claims of the customer expire 12 months after delivery.
(7) In the case of the purchase of used goods, warranty claims of the customer are excluded in accordance with § 437 BGB.
9 Changes in costs
(1) If there are more than two months between the date of conclusion of the contract with the Customer and the date of delivery, without this being due to a delay for which the Supplier is responsible, and if a fixed remuneration of the Supplier has been agreed, the Supplier shall be entitled to an appropriate adjustment of the remuneration if development costs, prime costs or other costs, in particular wages and/or material prices and/or raw material prices change after conclusion of the contract. If the price increase amounts to more than 10%, the customer shall have the right to withdraw from the contract, to be exercised within one week of receipt of the notification of the increase in remuneration.
(2) Insofar as a contractual agreement exists with the Customer which covers several individual deliveries, the Supplier shall be entitled to pass on to the Customer corresponding verifiable increases in raw material prices and/or wage costs and/or increases in other costs, for whatever reason, on a pro rata basis to the delivery, by means of a corresponding price adjustment, after conclusion of the contract. The customer hereby declares his express consent.
10 Packaging fees / returns and take-back
(1) The Supplier is entitled to charge the Customer fees on the basis of the currently valid version of the Packaging Ordinance. These fees will only not be charged if the customer can prove that he fulfills the requirements for the supplier to waive these fees.
(2) Unless an agreement has been made with the Supplier, returns by the Customer shall be made expressly at the risk and expense of the Customer. The Supplier shall not be obliged to accept the returns without the Customer’s prior express consent. In the event of a return by the Supplier, the Supplier shall be entitled to charge the Customer lump-sum return costs amounting to 25% of the net value of the goods.
11 Delivery date
(1) Delivery dates of our company are generally agreed with the customer as non-binding. If, in exceptional cases, binding delivery periods have been agreed, these shall commence upon receipt of the Supplier’s order confirmation by the Customer, but not before the Customer has provided any documents, approvals, releases, information – of any kind whatsoever – as well as any other documents that may be required, as well as any receipt of payment on a partial and/or advance invoice issued by the Supplier.
(2) Any binding delivery period shall be deemed to have been met when the goods are made ready for dispatch at the Supplier’s premises and the dispatch note is received by the Customer. Proof of dispatch of the dispatch note shall be deemed to have been provided upon proof of dispatch to the Supplier.
(3) The Supplier is expressly permitted to make partial deliveries and to issue advance and/or partial invoices in this respect.
(4) The Supplier is expressly entitled, after prior notification, to make partial deliveries and/or the delivery even before the binding delivery date that may have been agreed by way of exception.
12 Force Majeure
(1) In all cases of force majeure as well as in the event of labor disputes, unforeseen events and/or delivery delays and/or delivery failures of the Supplier’s subcontractors, the Supplier’s obligation to deliver on time shall lapse and any bindingly agreed delivery period shall be extended in accordance with the disruptive event.
(2) In addition, the Supplier shall be entitled to withdraw from the contract if the above-mentioned obstacles to delivery persist for a period of more than one month. In the event of such a withdrawal, it is agreed that there is no breach of duty on the part of the supplier.
13 Content of the delivery
The supplier is entitled to make changes to the delivery item, provided that the function of the delivery item is not significantly changed as a result and the changes are reasonable for the customer.
14 General limitation of liability
The Supplier shall be liable in accordance with the statutory provisions if the Customer asserts claims for damages based on intent or gross negligence. Furthermore, the Supplier shall be liable for culpable breaches of material contractual obligations in accordance with the statutory provisions. Essential contractual obligations are those whose fulfillment is essential for the proper execution of the contract and on whose compliance the contractual partner may regularly rely. Insofar as the supplier cannot be accused of intent or gross negligence, liability for damages shall be limited to the foreseeable damage typically occurring in contracts of this type. Indirect damages or consequential damages are only eligible for compensation if they are typically to be expected when the item is used as intended. This does not imply a change in the burden of proof to the detriment of the contractual partner. Liability for culpable injury to life, limb or health remains unaffected. Liability under the Product Liability Act also remains unaffected.
15 Place of performance, place of jurisdiction and applicable law
(1) The place of performance and jurisdiction for all claims and disputes arising from or in connection with the contractual relationship shall be the Supplier’s administrative headquarters in 91610 Insingen, provided the Customer is a merchant, a legal entity under public law or a special fund under public law. However, the Supplier shall also be entitled to sue the Customer at its registered office.
(2) The legal assessment of the relationship between the contracting parties shall be governed exclusively by the formal and substantive law applicable in the Federal Republic of Germany, to the exclusion of the UN Convention on Contracts for the International Sale of Goods and international trade regulations (CISG). Furthermore, reference norms of German international private law that would lead to the application of foreign legal norms or foreign places of jurisdiction are excluded.
16 Severability clause
Should individual provisions of this contract be invalid, partially invalid or unenforceable, this shall not affect the validity of the remaining provisions. The parties agree to replace the invalid, partially invalid or unenforceable provision with a provision that comes closest to the meaning and purpose of the invalid, partially invalid or unenforceable provision. Should the parties fail to reach such an agreement, the invalid, partially invalid or unenforceable provision shall, at the parties’ request, be replaced by the statutory provision that comes closest to the meaning and purpose of the invalid, partially invalid or unenforceable provision.