General Business Conditions

Fa. Wuro Wilhelm Uebach GmbH & Co.KG
57258 Freudenberg-Niederndorf

I. General

1. Our supplies and services, at present and in the future, are exclusively subject to the conditions below. Any deviation from these conditions must be agreed in writing. The purchasing conditions of the Buyer shall only be binding when they have been expressly accepted in writing.
2. Oral agreements shall only be binding when they have been confirmed in writing.
3. Contractual obligations to carry out deliveries shall only become effective following confirma-tion of the order. All information and illustrations in leaflets and catalogues are approximations as is usual in the industry, unless they are expressly confirmed by us as being binding.

II. Deliveries

1. Save as otherwise provided, orders with a net value of € 500.00 or more include free delivery to Buyers’ premises within the Federal Republic of Germany (export orders are delivered “free German border” or “free German shipping port”). Orders with a lower net value are generally delivered “ex works”. Goods with a net value of up to € 350.00 are delivered “freight collect” plus a flat rate of € 4.00 for packaging. Goods with a net value of between € 350.00 and € 500.00 are delivered “freight collect” plus a flat rate of € 5.00 for packaging. Small orders with a net value of up to € 50.00 are also delivered “freight collect” plus a flat rate of € 4.00 for packaging plus a handling charge of € 5.00.
2. In the case of a fixed delivery date, the announcement of readiness for despatch or collection determines the commencement of the deadline.
3. We are entitled to carry out and to invoice partial deliveries to a reasonable extent.
4. The existence of certain properties is not ensured, this applies in particular to the suitability of the material for a defined application. Any inherent colour variations between parts which belong together will not be considered as defects provided they are within a reasonable tol-erance.
5. Goods supplied will only be taken back by special agreement. Returned goods will only be accepted if they are in the same condition as when they were delivered and when they are returned carriage-free.
6. Excess or short deliveries arising as a result of production reasons within a tolerance of 10 percent of the total order volume are permissible. The total price will be adjusted accordingly.

III. Delivery times and dates

1. We endeavour to make delivery as quickly as possible. Delivery times are not binding. If a delivery date has been agreed and delivery is delayed, the Buyer shall grant us an additional period of time. The date of delivery is the date on which the goods leave our premises or, if this date cannot be exactly defined, the date on which the goods are put at the Buyer’s dis-posal.
2. Delivery periods commence at the date of order confirmation but not before all details of the order have been clarified. Delivery periods will be prolonged by the length of time in which the Buyer does not meet his obligations. The same applies to delivery dates. Goods declared ready for despatch according to the contract must be collected without delay. Otherwise, we are entitled to ship the goods at the Buyers cost and risk or to store them at our option and to invoice for them immediately. We will decide at our discretion on the most suitable means of transport.
3. Acts of God, even if they occur when there is already an existing delay, prolong the delivery period by the time of their duration together with an adequate lead time. In addition, they enti-tle us to withdraw in whole or in part from the order with respect to the portion still outstanding, if despite our efforts we are not in a position to fulfil our obligations. Any other circumstances which are beyond our control, e.g. measures relating to monetary or trade policy, government orders, strikes, lock-outs, breakdowns in production (e.g. fire, machine breakdown, lack of raw materials or energy) as well as any obstructions of traffic routes are considered in the same manner as Acts of God, regardless of whether these circumstances occur in our premises, in our supplier’s premises or in the premises of a subcontractor.
4. In such an event, the Buyer shall be entitled to withdraw from the contract after he has allowed a reasonable additional period. Any further claims for damages are excluded.

IV. Transfer of risk, despatch

1. When the goods are handed over to the forwarder or carrier, but not later than at the time when the goods leave our factory or warehouse, the risk is transferred to the Buyer.

V. Prices

1. Unless otherwise agreed, our prices are those applying at the time of delivery plus VAT at the current rate. The prices are quoted in EURO, excluding packaging, freight, postage and insur-ance.
2. Any taxes, fees, freight charges and freight charge increases, and any subsequent charges including increases in prices and freight charges by our suppliers are at the Buyer’s charge.

Long-term contracts and orders on call

1. Contracts entered into for an indefinite period may be terminated by giving 6 months’ notice.
2. If substantial changes in wages, material or energy costs occur during the period of validity of long-term contracts (contracts with a term of more than 12 months or contracts concluded for an indefinite period), we are entitled to request a price adjustment to take account of these factors.
3. If no defined order quantity has been agreed, we base our calculation on the order quantity expected by the Buyer for a defined period without commitment (target quantity). If the Buyer purchases less than the target quantity, we are entitled to a reasonable increase in the unit price. If the Buyer purchases more than the target quantity, we will reduce the unit price to a reasonable extent, provided that the Buyer advises us of the additional quantity required at least three months before delivery is due to take place.
4. In the case of orders on call, the Buyer shall confirm quantities at least one month before delivery is due to take place, unless otherwise agreed. Any additional costs incurred as a result of a late order on call or of subsequent changes to an order on call involving time or quantity by the Buyer will be at his charge.

VII. Payments

1. Payments shall be made without any deduction in such a manner that we receive the sum on the due date. Costs incurred in the transaction shall be at the Buyer’s charge. A right to set-off only exists if his counter-claims are uncontested or have been legally established. His right of retention shall only apply if his reasons are based on the particular contractual relationship.
2. Invoices are payable within the legal term of 30 days. When this period has expired without payment having been made, the Buyer is in default.
3. When the above period has expired, we will charge interest on the outstanding payment at a rate of 7% above the basic rate of interest, unless the Buyer is able to prove that we suffer less damage as a result of the default in payment.
4. If the Buyer is in default, if he fails to honour a bill on time or if he withdraws an order for di-rect debit, we are entitled to take the goods back, and to enter his premises if necessary to collect the goods. In addition, we may refuse further sale or processing and transportation of the goods supplied. Taking back the goods shall not be deemed to be withdrawal from the contract. If we become aware of circumstances which cause us to suspect that our claim for payment may be at risk due to the Buyer’s poor financial situation, we are entitled to claim immediate payment regardless of the terms of bills which may have been received. Further-more, we are entitled to request advance payments for deliveries. The Buyer may avoid these legal consequences by furnishing securities amounting to the sum of the claim at risk.
5. We reserve the right to use payments to settle the earliest invoiced items plus interest on arrears and costs incurred, i.e. in the order: costs, interest, principal demand.
6. We accept bills and cheques as permitted means of payment until the amount is credited to our account provided that there is no effect on the date of payment of our invoices. Bills will only be accepted if agreed in writing. Expenses and fees arising in connection with bills and cheques shall be at the Buyer’s charge.
7. If we have supplied indisputably defective goods, the Buyer shall be obliged to pay for the portion which is not defective, unless resale of the goods is only possible as a complete batch (e.g. in the case of orders for overseas export). In all other respects, the Buyer shall only have a right to set-off if his counter-claims are uncontested or have been legally established.
8. If the Buyer is in default of payment, we are entitled to suspend fulfilment of our obligations following notice in writing until payment has been received.

VIII. Confidentiality, samples and means of production

1. Both partners to the contract undertake to use all documents (this includes samples, models and data) and information received in connection with the business relationship exclusively for the aims commonly pursued and not to divulge documents and information to third parties, if the other party describes them as confidential or is obviously interested in keeping them confidential. This obligation commences at the time when documents and information are received for the first time.
2. If drawings or technical documents relating to the goods to be supplied or manufactured are made available to the Buyer, they remain our property.
3. Unless otherwise agreed, manufacturing costs for samples and production equipment are invoiced separately from the goods supplied. This also applies to production equipment which has to be replaced as a result of wear.
4. The production equipment remains in our possession, at least until delivery under the contract has been completed, even if the Buyer has paid for it. Thereafter, the Buyer shall be entitled to request handing over of such production equipment if the parties have not reached agreement regarding the time of handing over and provided that the Buyer has fulfilled all his contractual obligations. Our obligation to keep the production equipment available ends after 3 years.
5. The above obligation shall not apply to documents and information which are public knowl-edge or which are already known to the party concerned on their receipt and for which there was no obligation to keep them confidential or which are then disclosed by a third party which is authorised to pass them on, or which are further developed by the receiving party without making use of documents or information subject to the obligation of confidentiality.
6. If the Buyer suspends or terminates co-operation during the period when samples or produc-tion equipment are being prepared, all costs incurred up until then shall be at his charge.

IX. Reservation of proprietary rights

1. All goods supplied shall remain subject to reservation and our property until all our valid claims have been paid in full, especially our claims arising from the business relationship. This also applies to future claims, e.g. as a result of acceptor bills, or if payments are made for specified claims.
2. The Buyer is entitled to sell goods subject to reservation in the ordinary course of business transactions and in accordance with his normal business conditions, provided that he is not in default and that the claims resulting from the resale are transferred to us. He is not entitled to make any other use of the goods subject to reservation.
3. Any processing or modification of goods subject to reservation which is carried out on our behalf shall not place us under any obligation, in accordance with § 950 BGB. Processed or modified goods are considered as goods subject to reservation as per clause 1 above. In a situation where our goods are processed or combined with goods of third parties, we are entitled to co-ownership according to the proportion of the value of the goods used which are subject to reservation. If our property ceases to exist as a result of combining or mixing our goods with others, the Buyer shall transfer to us any claims he may have in the new matter according to the proportion of the value of the goods subject to reservation and keep them in custody for us. Our co-ownership is considered as goods subject to reservation as per clause 1 above.
4. The Buyer shall transfer to us any claims he may have against third parties resulting from the resale of goods which are subject to reservation. They serve as security to the same extent as the goods which are subject to reservation. If the Buyer sells goods which are subject to reservation together with goods of third parties, the claims to be transferred to us are limited to the amount which we have invoiced for our goods. If the customer sells goods in which we have co-ownership rights, the claims to be transferred to us are limited to the proportion of our co-ownership.
5. The Buyer shall be entitled to collect claims from the resale, unless revoked by us. At our request, the Buyer shall advise his customers immediately of the transfer of the claims to us, unless we ourselves have informed them. The Buyer is obliged to give us any information and documents that may be required for assertion of our rights. In no case is he entitled to further transfer the claim and to conclude factoring-transactions.
6. In the case of any seizure or of any other infringement of rights or securities in our favour by third parties, the Buyer shall indicate our property rights and advise us immediately.
7. If the value of the securities we are entitled to exceeds our secured claims by more than 20%, we are obliged to release securities to a corresponding amount at our option on request.
8. Transfers of claims have priority over residual claims of the Buyer.

X. Warranty

1. The Buyer shall advise us in writing immediately following receipt of the goods at the place of destination of any defects. Defects which cannot be detected immediately despite thorough examination shall be claimed as soon as they are detected. Claims for defects must be made in writing. In all cases, the goods shall be kept in an unchanged condition for inspection. If the Buyer fails to meet this obligation or if he processes or modifies the goods, they are deemed to have been accepted and we have no further liability.
2. If the claim for defects is justified and submitted in time, we undertake at our discretion to repair the damage or to replace the goods. If repair or replacement fails to solve the problem, the Buyer may at his option request reimbursement (minor value) or cancellation of the con-tract. Our warranty for repair or replacement is the same as that for the initial delivery or ser-vice.
3. As far as the suitability of the goods is concerned, our warranty is limited to the statement that the goods are suitable for use under the terms of the manufacturer’s provisions and in-structions. The Buyer shall take care that the goods are used for their intended purpose and in accordance with the instructions supplied with the goods. Beyond the above warranty the Buyer has no claims against us.

XI. General limitation of liability and statute of limitation

1. Save as otherwise provided for in these conditions, our liability for breach of obligations under the contract and outside of the contract is limited to intention and gross negligence. With the exception of intention, our liability does not include damage which could not possibly be foreseen in view of the nature of the business, or which are insured or are usually insured by the Buyer.

1. Any further claims of the Buyer, especially for damages as a result of delay, impossibility and performance, from infringement of additional contractual obligations and from unauthorised action are excluded to the legally permissible extent. We do not assume liability for any indi-rect damage. In particular, we are not liable for loss of profit or for any other financial loss incurred by the Buyer.
2. Liability under the product liability law is unaffected.
3. The Buyer must provide proof of the damage, as far as this is legally required.
4. Claims as per 1 and 2 above shall come under the statute of limitation six months following delivery.
5. Insofar as our liability is excluded or limited, this shall also apply to the personal liability of our staff, legal representatives and other representatives.

XII. Place of performance , place of jurisdiction, severability and applicable law

1. Place of jurisdiction and place of performance for all claims arising from current business transactions between the parties shall be our headquarters, as far as this is legally permissible.
2. The contractual relationship shall be interpreted according to the Law of the Federal Republic of Germany and the local trade practice. Application of the Vienna convention of the United Nations on contracts for the international sale of goods shall be excluded.
3. If any provision in the contract concluded with the Buyer including these general business conditions is or becomes invalid, such provision shall not affect the validity of the remaining provisions. The invalid provision shall be replaced by a valid provision which shall meet as closely as possible the commercial purpose of the original one.
4. With reference to § 26 Federal Data Protection, we hereby state that personal data of our customers are recorded solely for the purpose of making work easier.