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Contract
Our offers are subject to change. A sale contract will be concluded only through our written order confirmation or by the sending of goods within 3 days after receipt of the order. It is exclusively based on the following terms and conditions, that are accepted by placing an order or acceptance by the customer. Subsidiary agreements and changes require our written confirmation.
Scope of delivery and delivery time, shipping damage
Our written order confirmation is decisive for the scope of delivery. We are entitled to make partial deliveries. We are liable for our specified shipping or delivery times, when they were expressly referred to as binding by us. If a binding delivery date or period is exceeded, the customer may set in writing a one month period of grace and withdraw from the contract after expiry. Transport damages will only be replaced within the scope of our transport insurance, if the damage is notified in writing immediately, latest within 3 days after delivery of the goods or in case of concealed damage after recognizability.
Prices
All prices are ex stock Castrop-Rauxel, Germany. The prices for devices include the cost of normal packaging. If the customer requests a particular type of packaging, the additional costs will be borne by him. Any taxes, duties, fees, import and export duties are borne by the purchaser. The Purchaser shall pay all transportation costs from stock Castrop-Rauxel, Germany. The delivery and setting up of equipment by us is done at the expense of the customer. We charge the cost of such services in accordance with our service price list. If the order value is less than 100 Euro, we generally charge an additional small volume processing fee of 10 Euro.
Payment
Payments must be made within 8 days net, unless expressly agreed otherwise. Also for partial deliveries, the entire invoiced amount for the partial delivery shall be paid net within 8 days. In case of initial order payment in advance may be demanded. When the payment period is exeeded we shall be entitled to charge overdue fines and interest according to § 288 German civil code or at the rate of bank interest incurred us. Bills of Exchange and cheques are only accepted upon special agreement and only on account of payment free of charge. when a change in the creditworthiness of the purchaser will be known to us after the contract conclusion or if the grace period exceeded, we are entitled, even on agreement of special terms of payment, to demand immediate payment of all outstanding invoices, to withdraw from the contract completely or partially and/or to make delivery subject to payment in advance and to require the surrender of already delivered goods without prejudice to further claim for indemnity. The assertion of rights of retention or offsetting any counterclaims of the customer is expressly excluded, unless we have acknowledged the claims of the purchaser in writing or the claims of the customer have been legally established.
Rescission
If we are in default with our obligations, the purchaser has the right to cancel the contract. In other cases, withdrawal is possible only with our written consent against compensation for expenses.
Acceptance
The customer is obligated to accept deliveries and partial deliveries immediately. The acceptance shall be confirmed in writing. If the purchaser does not accept the delivery he comes in default of acceptance without reminder and deadline and is liable for the resulting indemnity.
Retention of Title
The delivered goods remain our property until complete payment of all our claims against the customer. The customer is obliged to store the goods of our property with due commercial care for us and to insure the goods sufficiently. The purchaser is entitled to process and sell the goods in the ordinary course of business, but not for distraint and chattel mortgage. A possible processing will be done for us, without any obligations to us. Resale of the goods delivered by us may be only under retention of title. The purchaser cedes already now his claims from future sale to us by way of security. When requested, the customer must confirm the assignment of claims in writing. The purchaser is authorized to collect the receivables assigned to us, but not to dispose of these claims in other kinds. This authorization is revocable at any time. The purchaser will inform us immediately about enforcements in goods and rights entitled to us. Intervention costs shall be borne by the purchaser. If the value of the securities granted exceed our claims by more than 20%, we are committed to the purchaser's request for reassignment.
Warranty for Hardware Products
We guarantee the buyer that at the time of transfer of risk the products supplied are free of defects, which significantly reduce or annul the suitability for use. Should a product not be of this nature, we will repair free of charge or deliver new, wherein we reserve the right to choose between these. Excluded from any warranty however, are damages due to normal wear and tear, improper installation, repair work or maintenance activities not authorized by us. The customer is obliged, without delay to inform us in writing and to send the defective part. If the customer violates this obligation, he loses his right to warranty. A right of reduction (reduction of the purchase price) or conversion right (cancellation of purchase) has the customer only if the rectification of defects or replacement delivery has failed. The rectification of defects failed if an accepted deficiency was not resolved and the customer unsuccessfully has set grace period of one month. We are entitled to refuse to accept returned goods, if we were not informed about the reason for the return shipment. We eliminate acknowledged shortcomings at our option, either at our premises or in the company of the customer. Accompanying costs, such as for packaging, transportation, etc., are borne by the purchaser. The warranty period will not be extended by maintenance, repair or replacement. The Warranty claims become time-barred after expiration of the agreed period, beginning with the date of transfer of risk. Warranty claims for spare parts expire 30 days after delivery or installation by us. Claims for compensation due to lack are excluded. We are only obliged to replace losses from other legal grounds, in particular from delay, impossibility, fault at conclusion of contract, positive demand injury and tort, if the loss is based on gross negligence or intent by us or the lack of a explicitly warranted property, or we have slightly negligently violated an essential contractual obligation; in this case liability is limited to a maximum of 25,000 EUR for casualties and loss of property or economic loss, and disadvantages whose admission reasonably was to be expected. Liability under the Product Liability Act remains unaffected.
Final Provisions
The purchaser may assign existing claims against us only with our explicit permission. The buyer agrees that we use the data obtained from the business relationship with him for our own business purposes in terms of data protection. Should several points of these terms be ineffective, the validity of the remaining conditions shall not be affected. Unenforceable provisions shall be replaced by effective provisions, which come as close as possible to the intent. This agreement shall be governed by German law. Place of performance shall be Castrop-Rauxel, Germany. Place of jurisdiction for all contractual directly or indirectly arising disputes for both parties is be Castrop-Rauxel, also for actions filed under the summary proceedings based on bills of exchange, promissory notes and checks.
vertrieb@ubf.de