General Conditions of Sale of UBC Composites GmbH
1. Exclusive validity of the conditions of sale
- Unless otherwise agreed in writing, the legal relationships between the client and us shall be subject exclusively to these general conditions of sale. Conflicting conditions of purchase shall therefore not apply, even if we do not expressly object to these in individual cases.
- These general conditions of sale shall also apply to all future transactions with the client, without renewed reference to our general conditions of sale.
- Our quotations shall be valid for a period of two weeks from the quotation date.
- Should the client place an order with us, they shall be bound to this order for two weeks. Orders must be confirmed in writing for legal validity.
- We shall retain ownership, copyright and other rights to the supporting documents of our quotation. The documents may not be disclosed to third parties without our consent.
3. Prices - Payment conditions
- Our prices are stated in EUROS (€) from our factory in Murr. Packaging and shipping costs, as well as customs duties and other fees incurred for international shipping shall be borne by the client.
- We shall be entitled to request reasonable advance payments for service and work contracts.
- Our prices do not include statutory VAT. Should the rate of statutory VAT change, we shall be entitled to amend our prices accordingly.
- Our invoices shall be payable upon receipt by the client.
- Should the client be in arrears, this shall not affect our statutory rights.
- The client shall only be entitled to offset claims against counterclaims if these are undisputed or legally binding.
- Should circumstances become known to us after contract conclusion, which are sufficient to cast reasonable doubt on the creditworthiness of the client (non-redemption of a cheque or bill of exchange, individual case of enforcement, application for insolvency, etc.), we shall be entitled to demand payment of remuneration or the provision of securities, at the client’s discretion, to the sum of the remuneration to be paid by the client concurrently with our services. If the client is not in the position to provide these securities within 14 days of a corresponding request, we shall be entitled to withdraw from the contract. Furthermore, we shall only be obliged to render further services concurrently with payment of remuneration or provision of securities to the sum of the compensation to be paid by the client.
- Shipment shall be at the cost and risk of the client. If the shipment is delayed on grounds attributable to the client, the risk shall be transferred to the client upon notification of readiness for dispatch.
- We shall be entitled to render our service in increments and to invoice these, provided this is acceptable to the client.
5. Delivery period
- The agreed delivery period shall begin upon receipt of the workpiece to be processed, after receipt of the documents, consents and approvals to be supplied by the client and after receipt of an agreed deposit.
- Should the client request one of our services within a specific period, this shall require an express agreement. We shall not be obligated to inspect material supplied to us to ascertain whether the client is bound by a deadline or other obligations vis-à-vis third parties.
- Agreed delivery periods shall be extended (also within a delay in delivery) in the event of force majeure, industrial disputes and operational disruptions not attributable to us. Agreed delivery periods shall be subject to our receiving scheduled deliveries from our suppliers. If this is not the case, the periods shall be extended accordingly.
- In the event of order amendments agreed between the client and us after conclusion of the contract and those that influence the delivery period, the agreed delivery period shall be extended accordingly.
- In addition to the service, the client may demand compensation for damages caused by any delay in service; in the event of minor negligence, this claim shall be limited to 5% of the agreed remuneration.
6. Processing data
The client shall supply the required processing data for the workpieces to be processed by us. In particular, the type of processing must be clearly indicated and in the event of partial-surface processing of the workpiece, the areas to be processed must be marked clearly.
- The client’s acceptance of our work shall be performed on our premises, unless expressly agreed otherwise.
- The client shall be obligated to collect the work within one week of receiving our completion notice and delivery or transmission of the invoice. In the event of non-acceptance, we shall be entitled to assert our statutory rights.
- In the event of delayed acceptance, we shall be entitled to charge a customary storage fee. The work may also be stored outside our premises at our discretion. Costs and risks of storage shall be borne by the client.
- The work shall be deemed accepted upon collection pursuant to § 640 German Civil Code.
8. Retention of title
- We shall retain ownership of goods supplied by us until full payment of the purchase price and all subsidiary claims.
- If the client is an entrepreneur, we shall retain ownership of goods supplied by us until settlement of all claims against the client arising from the business transaction.
- The client shall inform us immediately in writing in the event of attachments, third-party interventions or change in ownership of the purchase item. Enforcement officers or third parties must be informed of our ownership.If the third party is not in a position to reimburse us for the legal and extrajudicial costs of enforcing the cancellation of access and the replacement of the purchase item, the client shall be liable for our incurred losses.
- Provided the client is authorised on an individual basis to resell the goods acquired from us in normal business transactions, they shall assign to us all receivables accrued from the sale with respect to their customer or third party, to the sum of the final invoice amount including VAT. The client shall continue to be entitled to collect these receivables, even after assignment. This shall not affect our authority to collect the receivables ourselves. However, we shall not be obliged to collect the receivables as long as the client complies with their payment obligations towards us from the received earnings, does not fall into payment arrears in particular and is not subject to an application to open insolvency proceedings or cessation of payment. However, if this is the case, we can demand that the client disclose to us the assigned receivables and the respective debtors, that they provide us with all the information required for collection, issue the associated documents and notify their debtors (third party) of the assignment.
- The processing or modification of the purchase item by the client will always be carried out on our behalf. If the purchase item is processed with other items that do not belong to us, we shall acquire co-ownership of the new goods in proportion to the value of the purchase item with the other processed goods at the time of processing.If the purchase item is inseparably mixed with other items that do not belong to us, we shall acquire co-ownership of the new goods in proportion to the value of the purchase item with the other processed goods. The client shall retain co-ownership on our behalf.
- At the request of the client, we shall undertake to release the securities to which we are entitled insofar as the achievable value of our securities exceeds the receivables to be secured by more than 20%. We shall select the securities to be released.
We shall be entitled to assign orders to third parties in part or in full. This shall not affect our obligations to the client.
- We shall provide a warranty in accordance with the statutory provisions, unless subsequently specified otherwise.
- The client shall immediately inspect the goods and services supplied by us as regards contract conformity, freedom from defects and completeness, and if deviations or defects arise, they shall notify us of these immediately. Should the client fail to notify us, our goods or services shall be deemed accepted unless the defect was such that it could not be detected during inspection. Should such a defect appear subsequently, the client must notify us immediately upon discovery; otherwise the goods or services shall be deemed approved also with regard to this defect. If the goods or services are deemed accepted, the client shall lose its right of recourse in accordance with §§ 437 et seq., 478 German Civil Code.
- Without prejudice to § 275 (2) and (3) German Civil Code, we shall be entitled to refuse the form of supplementary performance chosen by the client if such performance is only possible at unreasonable expense. In this case the supplementary performance claim of the client shall be limited to the other form of supplementary performance; this shall not affect our right to refuse this too if it is only possible at unreasonable expense.
- Under no circumstances shall minor defects give the client grounds to withdraw from the contract.
- Should we ascertain that a defect claimed by the client within the supplied item is based on a defective item provided by one of our suppliers, we shall inform the client in writing and shall transfer our warranty and recourse claims against the supplier to the client. In this case the client may only assert warranty and recourse claims against us if they have previously and unsuccessfully asserted warranty or recourse claims against our supplier.
- Should we ascertain that a defect asserted by the client does not actually exist or the delivery item has been subject to changes not authorised by us thus causing damage, or the damages are based on improper handling or wear, the client shall be obligated to reimburse the costs of our attempts to remedy the defect, particularly costs for labour, material and travel expenses. We shall charge € 90.00 per hour, plus the statutory rate of VAT. We shall reserve the right to claim higher costs. The client shall have the right to prove that no damages or lesser damages arose.
- Warranty claims of the client shall lapse after one year. The limitation period shall begin upon delivery for delivered goods, and upon acceptance of the work for production services. Recourse claims of the client against us pursuant to §§ 437 et seq., 478 German Civil Code shall lapse in accordance with § 479 German Civil Code. Should we produce a structure or work whose success lies in the performance of planning or monitoring services, the warranty claims shall lapse five years after acceptance of the work, in accordance with § 634a German Civil Code.
- We shall not provide a warranty for any used goods supplied.
11. Damages - Rescission
- Should we breach our contractual obligations or should we fail to render the service due or not as agreed, the client can claim compensation for the resulting damage in accordance with statutory provisions.
- Should we fail to render the service due or not in accordance with the contract, the client can withdraw from the contract in accordance with statutory provisions. If we have already rendered a partial service, the client can withdraw from the entire contract should they have no interest in the partial service.
- The client cannot withdraw from the contract on grounds of a marginal breach of obligation.
- Regardless of statutory provisions, we shall be entitled to withdraw from the contract if
a) the client behaves contrary to the contract and the breach of obligation is significant,
b) the client has provided false information regarding their creditworthiness or
c) the performance due by us is not available. In this case we shall inform the client immediately of the non-availability and shall immediately reimburse the compensatory measures of the client.
12. Third-party rights
- In the event of a third-party claim against the client on grounds that one of our services constitutes a breach of its rights, the client shall inform us immediately, comprehensively and in writing, and shall give us the opportunity to ward off the claims.
- Should the client give us drawings, models or samples for manufacturing products, they must prove that these are free of third-party industrial property rights. Should a third party assert industrial property rights against us, the client shall indemnify us from claims at the first request. In this case, we shall also be entitled to manufacture and supply the products concerned without examination of the legal situation.
- We shall be liable for all damages caused by us or by our salaried employees, both intentionally and by gross negligence.
- We shall also be liable for culpable breach of significant contractual obligations, insofar as such a breach endangers the attainment of the contract purpose.
- We shall also be liable insofar as we fraudulently conceal a defect or have given the client a warranty for the condition of the item or work.
- We shall also be liable for damages arising from injury to life, limb and health based on a culpable breach of duty on our part or based on a culpable breach of duty on the part of our legal representatives or vicarious agents.
- All claims for compensation asserted against us shall otherwise be excluded, particularly those due to delay or breach of duty, as well as extra-contractual claims due to lost profit, lost savings, lost benefits of use, failed expenses, indirect damages and subsequent damages.
- Any claims for compensation shall also be limited to the extent of the damage foreseeable upon conclusion of the contract; we shall not be liable for claims that occur due to non-foreseeable, extreme risks.This limitation shall not apply if we have fraudulently concealed a defect or have provided a warranty for the condition of the item or work.This limitation also shall not apply to damages to life, limb or health that are based on a culpable breach of duty on our part or on a culpable breach of duty on the part of our legal representatives or vicarious agents.
- The preceding clause shall not affect our legal liability due to injury to health or life nor in accordance with the act on liability for faulty products (product liability law).
14. Burden of proof
Under no circumstances shall we agree to burden of proof regulations that to our detriment deviate from the principle that each party must submit the facts that substantiate its claims.
- The contractual partners shall be mutually obliged to keep all trade secrets revealed within the framework of the contractual relationship confidential, without limit, and to not disclose such secrets to third parties. Trade secrets shall refer to all information concerning the operational relations of the respective other contractual partner, insofar as these have not been disclosed by the latter. These obligations shall also extend beyond the contractual term.
- The contractual partners shall observe data secrecy in accordance with § 5 German Data Protection Act and shall only instruct personnel bound by data secrecy obligations to perform tasks covered by the contract.
16. Innovation protection
The exchange of information of any type between the parties shall in no way substantiate an innovation violation, according to § 3 PatG (German Patent Law), art. 54 of the European Patent Agreement and corresponding stipulations of the patent laws of other countries.
We shall be entitled to mention the client as a reference client.
18. Jurisdiction - Place of fulfilment - Governing law
- The jurisdiction shall be Murr.
- The place of fulfilment shall be Murr.
- All legal relationships between the client and us shall be subject exclusively to German law. The United Nations Convention on Contracts on the International Sale of Goods (CISG) shall not apply.
- We shall not participate in proceedings in front of a consumer arbitration board in accordance with the act on alternative dispute resolution in consumer contracts.
19. Miscellaneous - Severability clause
- There shall be no other verbal sub-agreements.
- Should any provision of this contract, a future provision therein or a provision of these terms and conditions be ineffective or infeasible, in part or in full, or later become ineffective or infeasible, or should gaps appear in the contract, this shall not affect the validity of the remaining provisions. In such case, the contractual partners shall agree upon the validity of the statutory provisions in place of the ineffective and infeasible provisions, or to close the gap.