General terms and conditions of supply
of U-Tec GmbH
Status: April 2015
1.1 All deliveries, services and quotations of U-Tec GmbH (referred to hereinafter in short as “U‑Tec”) take place exclusively on the basis of these general terms and conditions of supply. These are a component of all contracts that U-Tec concludes with its contract partners (also referred to hereinafter as “customers”) regarding any deliveries or services that it offers. They also apply to all future deliveries, services and quotations provided to customers, even if they have not been separately agreed once again.
1.2 Terms and conditions of the customer or a third party are not applicable, also if U-Tec does not reject their validity specifically on an individual basis. Even if U-Tec makes reference to correspondence that contains the terms and conditions of the customer or a third party, or alludes to the same, this does not constitute any agreement to the validity of such terms and conditions.
- Quotation and concluding the contract
2.1 All U-Tec quotations are non-binding and subject to confirmation, unless these are expressly stipulated as being binding or contain a specified acceptance deadline. U-Tec is able to accept orders or assignments within 7 days of receipt.
2.2 Solely decisive for the legal relationships between U-Tec and the customer is the written purchase agreement concluded, including these general terms and conditions of supply. This contains all of the agreements between the contracting parties regarding the object of the contract.
2.3 Supplements and amendments to the respective agreements including these general terms and conditions of supply must be in writing in order to take effect.
2.4 Specifications provided by U-Tec regarding the object of the delivery or service (e.g. weights, dimensions, utility values, load capacity, tolerances and technical data), as well as representations of the same (e.g. drawings and figures) are only approximately applicable, unless usability for the contractually intended purpose requires precise conformance. They do not constitute guaranteed characteristic features, but instead descriptions or identifications of the delivery or service. Conventional deviations and deviations that arise due to legal regulations or constitute technical improvements, as well as the replacement of parts with equivalent parts, are permissible insofar as these do not impair usability for the contractually intended purpose.
2.5 U-Tec reserves the property right and/or copyright to all quotations and cost estimations that it supplies, as well as any drawings, figures, calculations, brochures, catalogues, models, tools and other documents and auxiliary equipment that it makes available to the customer. Without the express permission of U-Tec, the customer is prohibited from disclosing or making these items or their contents available to third parties, using or duplicating these items or their contents, or allowing third parties to do so. On request by U-Tec, the customer is required to hand back these items in full and destroy any copies produced, if these are not required by the customer for the purpose of ordinary business activities or if negotiations do not lead to the conclusion of a contract.
- Price and payment
3.1 The prices apply to the scope of services and deliveries cited in the order confirmations. Additional or supplementary performance shall be billed for separately.
3.2 Prices are quoted in Euros, ex works, plus packaging and freight costs, plus the statutory rate of VAT, and – with export deliveries – subject to customs taxes and duties, as well as all further public levies.
3.3 Unless otherwise agreed in writing, the purchase price shall fall payable as follows:
With deliveries without assembly by U-Tec, the purchase price falls payable within 14 days of provision of the delivery without any deductions
With deliveries with assembly by U-Tec, the following payment plan applies:
30 % within 7 days of contractual conclusion
40 % within 7 days of delivery
30 % within 7 days of acceptance
With deliveries with assembly supervision by U-Tec, the following payment plan applies:
30 % within 7 days of contractual conclusion
50 % within 7 days of delivery
20 % within 7 days of acceptance
Decisive for the date of payment is the date of receipt by U-Tec.
3.4 If the customer does not meet with the payment deadlines then the outstanding amounts shall be subject to interest at 5 % p.a. from the deadline date. The right to claim a higher rate of interest and further damages in the event of arrears remains unaffected.
3.5 The customer is only permitted to offset these claims against counter-claims of their own, or to withhold payments, if such counter-claims are undisputed or have been asserted as being legally effective.
3.6 U-Tec is entitled to execute or supply outstanding deliveries and services only against a deposit payment or security if, after concluding the contract, it becomes aware of circumstances that have a significantly detrimental effect on the creditworthiness of the customer, and that pose a risk to the payment of outstanding claims of U-Tec against the customer arising due to the respective contractual relationship.
- Delivery and delivery period
4.1 Deliveries take place ex works.
4.2 The prospective deadlines and periods specified by U-Tec for deliveries and services are always approximate in nature, unless a fixed deadline or period has been approved or agreed in writing. Insofar as shipping has been agreed, the delivery deadlines and dates apply to the point in time at which handover takes place to the freight forwarder, courier or other third party commissioned with transport.
4.3 U-Tec is entitled – without affecting its rights arising due to the customer’s delay – to demand that the customer grant an extension to the delivery and service periods, or a shifting of the delivery and service deadlines, commensurate with the period for which the customer has failed to meet with their contractual obligations in relation to U-Tec.
4.4 U-Tec shall not be liable for the impossibility of the delivery or for delivery delays, insofar as these are caused by force majeure or any other events that were unforeseeable at the time of contractual agreement (e.g. all forms of operational malfunction, difficulties with material and energy procurement, or outstanding, incorrect or delayed deliveries by suppliers), which cannot be attributed to U-Tec. Insofar as such events significantly complicate the deliveries or services of U-Tec or render the same impossible, and where these events are not temporary in nature, U-Tec is entitled to withdraw from the contract. In the case of hindrances that are temporary in nature, the delivery or service periods shall be extended, or the delivery or service deadlines shall shift by the period for which the hindrance applied, plus an appropriate period of grace. Insofar as it is not reasonable for the customer to accept the delivery or service as a result of the delay, they are entitled to withdraw from the contract by submitting a written declaration to U-Tec with immediate effect.
4.5 If U-Tec is delayed with a delivery or service, or if a delivery or service is impossible for any reason then the liability of U-Tec shall be limited to compensation for damages according to the stipulations in clause 8 of these general terms and conditions of supply.
- Place of fulfilment, shipping, packaging
5.1 The place of fulfilment of all obligations arising from the contractual relationship is the place of the head office of U-Tec, unless otherwise specified. If U-Tec is also responsible for the assembly then the place of fulfilment is the agreed assembly location.
5.2 The type of shipping and packaging shall be determined at the due discretion of U‑Tec.
- Transfer of risk
6.1 In the case of deliveries without assembly the risk is transferred to the customer no later than with the handover of the delivery item (whereby the start of the loading process is decisive) to the freight forwarder, courier or other third party commissioned with shipping. This also applies in the event of part deliveries, or if U-Tec is also responsible for assembly supervision. If dispatch or handover are delayed due to circumstances for which the customer is responsible then the risk shall transfer to the customer on the date upon which the delivery item is ready for dispatch and U-Tec has notified the customer of this.
6.2 Following the transfer of risk, the customer shall bear the costs of storage. If U-Tec stores the delivery items then the storage costs shall be charged at 0.25 % of the invoice amount for the stored items per full week. The right to validate and prove higher or lower storage costs is reserved.
6.3 U-Tec shall only insure the shipment against theft, or breakage, transport, fire and water damage, or any other insurable risks, upon express request by the customer and at the customer’s cost.
6.4 In the case of deliveries with assembly by U-Tec, the risk transfers with acceptance.
- Warranty, material defects
7.1 The warranty period is 1 year from the delivery date or – insofar as acceptance is required – from the acceptance date.
7.2 The customer must carefully check delivered items immediately after delivery, or have these carefully checked by a third party commissioned by him. If U-Tec does not receive a written notification of defects within 7 working days of delivery then the delivery objects are deemed to have been approved by the customer with regards to any visible defects or other defects that would have become apparent with immediate, careful checking. With regards to other defects, the delivery items are deemed to have been accepted by the customer if U-Tec does not receive a written notification of defects within 7 working days of the point in time at which the defect becomes apparent; if the defect was apparent to the customer at any earlier time point with normal use then this earlier time point shall be decisive for the start of the notification period. On request by U-Tec, a rejected delivery item must be sent back to U-Tec free of charge. In the case of justified notifications of defects, U-Tec shall reimburse the customer for the shipping costs applicable with the most economical shipping method; this provision does not apply if the costs are higher because the delivery item is at a different location to the location of intended use. In the event of material defects for which U-Tec is responsible, the customer can demand compensation under the specific circumstances cited in clause 8.
7.3 In the event of defects to parts from other manufacturers, which U-Tec is unable to rectify for practical or licence-related reasons, U-Tec can validate its own warranty claims against the manufacturer or supplier for the customer’s invoices or transfer these claims to the customer at its own discretion. Warranty claims against U-Tec shall only arise with such defects under the specific preconditions and the provisions of these general terms and conditions of supply, if the legal enforcement of the aforementioned claims against the manufacturer or supplier has been without success, or if this is futile, for example due to insolvency. For the duration of the legal dispute, any expiration of the respective warranty claims of the customer against U-Tec is suspended.
7.4 The warranty shall be voided if the customer modifies the delivery item without the approval of U-Tec, or allows third parties to do the same, and this renders the rectification of defects impossible or unacceptably difficult. In all cases, the customer shall bear any additional costs that arise with the rectification of defects as a result of the modification.
7.5 The supply of used items, where agreed with the customer on an individual basis, takes place to the exclusion of any warranty for material defects.
8.1 The liability of U-Tec for compensation for damages – regardless of the legal grounds for this – is limited according to the provisions of this clause 8, dependent on fault.
8.2 U-Tec shall not be liable for the minor negligence of its bodies, legal representatives, employees and other vicarious agents, insofar as this negligence does not relate to an infringement of significant contractual obligations. Significant contractual obligations are obligations pertaining to timely delivery and assembly of the delivery item, its freedom from defects that impair its functionality or suitability for use to a not insignificant degree, as well as consultancy, protection and duty of care obligations, which should enable the customer to use the delivery item in accordance with the contract, or serve to protect the life and limb of the customer’s personnel, or to protect their property against significant damage.
8.3 In the event of an infringement of a significant contractual obligation, the liability for causing damage to property or assets shall be limited to contractually typical damage that was foreseeable at the time of contract conclusion.
8.4 The aforementioned liability exclusions and limitations apply to the same extent to the benefit of the bodies, legal representatives, employees and other vicarious agents of U-Tec.
8.5 Insofar as U-Tec provides technical information or acts on a consultancy basis and this information or consultancy is not part of the contractually agreed scope of performance to be provided by U-Tec, this takes place free of charge and to the exclusion of all liability.
8.6 The aforementioned liability exclusions and limitations do not apply in the event of express guarantees being granted, in case of fraudulent intent and with damage to life, limb or health, or in the case of mandatory statutory regulations (such as claims according to the product liability law).
- Retention of title
9.1 Goods supplied to the customer by U-Tec remain the property of U-Tec until full payment of all present and future receivables owing to U-Tec by the customer and arising from the supply relationship existing between the contract partners.
9.2 The customer is always obligated to handle the items delivered by U-Tec with care; in particular the customer is obligated, at their own expense, to sufficiently insure the items against damage due to fire, storms, water and theft to the value of the new items.
9.2 If the delivered object is combined with other objects to produce a single object or blended such that it cannot be separated and one of the other objects is deemed to be the primary object, the customer transfers proportional ownership (according to the value of the object delivered in relation to the value of the newly produced object) of the unified object to U-Tec insofar as the primary object belongs to him.
- Final provisions
10.1 Insofar as the contract or these general terms and conditions of supply contain any loopholes, such loopholes shall be closed through the application of such legally effective provisions as would have been agreed by the contract partners, according to the commercial objective of the contract and the purpose of these general terms and conditions of supply, if they had known of the existence of the loopholes.
10.2 If the customer is a businessman, a public law body or a public law fund, or if the customer has no general place of jurisdiction in the Federal Republic of Germany then the place of jurisdiction for all disputes arising in conjunction with the commercial relationship between U-Tec and the customer shall be the place of the head office of U-Tec. Mandatory statutory regulations regarding exclusive jurisdictions remain unaffected by this provision.
10.3 The relationship between U-Tec and the customer shall be exclusively subject to the law of the Federal Republic of Germany. The United Nations Convention on Contracts for the International Sale of Goods (CISG) from 11.04.1980 is expressly excluded.