Terms and conditions

1 General, scope of application

1.1 These General Terms and Conditions of Sale and Delivery (“GTCS”) apply to all business relationships with our customers (hereinafter “Buyer”), in particular also to future deliveries and services (hereinafter “Delivery”).
These GTCS shall apply exclusively to entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB) and to legal entities under public law and special funds under public law.

1.2 Our GTC shall apply exclusively.
Deviating, conflicting or supplementary General Terms and Conditions of the Buyer shall only become part of the contract if and to the extent that we have expressly agreed to their validity in writing (hereinafter “Consent Requirement”).
This requirement of consent shall also apply if we carry out the delivery or service to the Buyer without reservation in the knowledge of the Buyer’s General Terms and Conditions.

1.3 These GTC apply not only to the delivery of goods, but also to the performance of repairs, maintenance and other services accordingly, unless separate terms and conditions are made the basis of the contract in these cases.

1.4 Individual agreements made with the Buyer in individual cases (including collateral agreements, supplements and amendments) shall in any case take precedence over these GTCS.

1.5 Legally relevant declarations and notifications to be made to us by the Buyer after conclusion of the contract (e.g. delivery dates, deadlines, notifications of defects, declaration of withdrawal or reduction) must be made in writing to be effective.

1.6 References to the validity of statutory provisions are for clarification purposes only.

2 Conclusion of contract

2.1 Our offers are subject to change and non-binding.
This shall also apply if we have provided the Buyer with catalogs, technical documentation (e.g. drawings, plans, calculations, calculations, references to DIN standards), other product descriptions or documents – also in electronic form – to which we reserve ownership rights and copyrights.

2.2 The order of the goods or services (hereinafter “goods”) by the Buyer shall be deemed a binding offer of contract.
Unless otherwise stated in the order, we are entitled to accept this contractual offer within two weeks of its receipt by us.

2.3 Acceptance can be declared either in writing (e.g. by order confirmation, e-mail is sufficient) or by delivery of the goods or provision of the service to the buyer.
§ 151 S. 1 BGB does not apply.

3 Scope of services, delivery quantity, tolerances

3.1 The scope of the service is determined by the respective order, consisting of the buyer’s contractual offer and our written declaration of acceptance (e-mail is sufficient).
We reserve the right to deliver a maximum of 10% more or less than is customary in the industry.

3.2 For the execution of the order, the information and documents belonging to the offer, such as dimensions, weights, illustrations, samples and drawings, are only approximate and only decisive within the scope of tolerances customary in the industry, unless they are expressly designated as binding.
The tolerance range applicable to the respective delivery shall be agreed individually in the order.
We reserve title and copyright to the documents; they may not be made accessible to third parties and must be returned to us immediately on request or if the order is not placed, or must be irrevocably deleted.

4 Delivery dates and deadlines, delay in delivery

4.1 Delivery dates and deadlines (hereinafter “delivery dates”) shall be agreed individually.
Delivery dates shall only be deemed to have been agreed if and insofar as they have been confirmed by us in writing.
An agreement of delivery dates by silence on our part in response to inquiries from the Buyer is excluded.

4.2 The Buyer shall notify us in writing of its desired delivery dates (hereinafter “desired dates”) at the latest at the time specified in the order.
Requested delivery dates are only agreed as delivery dates if we have confirmed them in writing (see clause 4.1).

4.3 The agreed delivery dates are generally non-binding, unless they are expressly designated as binding.
Non-binding agreed delivery dates may be exceeded by us by up to 2 weeks.
This expressly does not apply if delivery dates have been agreed as binding.

4.4 Agreed delivery dates shall be extended if

(a) the Buyer fails to provide the documents, releases and approvals (hereinafter collectively referred to as “Documents”) to be procured by it in good time or does not provide them in full or with the correct content, unless we are responsible for the delay;

(b) an agreed advance payment has not been received by us; or

(c) the Buyer wishes to make changes to the order.

The delivery dates shall be extended in the cases of lit.
(a) by the time between the first request to provide the documents and the actual receipt of the complete and correct documents by us, in the cases of lit.
(b) by the time required by the Buyer to remedy the delay or in the cases of lit.
(c) by the time that the parties agree in writing for the amendment of the order.

4.5 The delivery date shall be deemed to have been met if the delivery item is ready for collection from our factory by the expiry of the delivery period or on the delivery date, the delivery item has left the warehouse or the Buyer has been notified that it is ready for dispatch.

4.6 Unless otherwise agreed, delivery dates shall be extended by the duration of the delay in the event of unforeseen obstacles affecting the completion, repair or shipment of the delivery item, irrespective of whether they occur at our premises or those of our subcontractors.
Under no circumstances shall we be responsible for such delays, even if they occur during an already existing delay.

4.7 If we are unable to meet binding delivery dates for reasons for which we are not responsible, we shall inform the Buyer of this immediately.

4.8 The occurrence of our delay in delivery shall be determined in accordance with the statutory provisions.

4.9 The rights of the Buyer in accordance with.
Section 8 of these GTCS and our statutory rights, in particular in the event of an exclusion of the obligation to perform (e.g. due to impossibility or unreasonableness of performance and/or subsequent performance), shall remain unaffected.

5 Delivery, transfer of risk, customs clearance, default of acceptance

5.1 Unless otherwise agreed in writing, delivery shall be ex works (INCONTERMS EXW), which shall also be the place of performance.

5.2 The Buyer shall be responsible for the loading and transportation of the delivery item and shall bear the costs thereof.
At the request and expense of the Buyer and after written confirmation by us, the delivery item shall be shipped to another destination.
Unless otherwise agreed, we shall be entitled in this case to determine the type of shipment (in particular transport company, shipping route, packaging) ourselves.

5.3 The risk shall pass to the Buyer when the delivery item is made available for collection or shipment at our factory (Ohle Kamp 12, 21684 Stade) or at an agreed location, but not before we have informed the Buyer that the goods are ready for shipment and collection.
This shall also apply if we ship the delivery item to another destination at the request and expense of the Buyer, if carriage paid delivery has been agreed or if we have assumed other ancillary services, such as loading.
If shipment is delayed through the fault of the buyer, the risk shall pass to the buyer from the day of readiness for shipment.

5.4 Insurance against loss, breakage, transport, fire and water damage shall only be taken out at the request and expense of the Buyer.

5.5 Partial deliveries are permissible insofar as they are reasonable for the Buyer, whereby the additional shipping costs incurred shall be borne by us.

5.6 If the Buyer is in default of acceptance, fails to cooperate or if our delivery is delayed for other reasons for which the Buyer is responsible, we shall be entitled to demand compensation for the resulting damage including additional expenses (e.g. storage costs).

5.7 Any necessary customs clearance shall be carried out by the Buyer and at his expense.

6 Prices and terms of payment

6.1 The individually agreed prices shall apply; in case of doubt, our current prices according to the price list at the time of conclusion of the contract (hereinafter “Prices”) shall apply.
Prices are ex works, plus
statutory value added tax, excluding packaging, transportation or protective equipment.
The prices stated in our offers and order confirmations are based on the price-determining factors applicable on the date of conclusion of the contract, in particular raw material and energy prices, social security contributions, freight rates and public charges.
Changes to these price bases shall entitle us to adjust the prices accordingly, which shall be limited proportionally to the increase in the price-forming factors; the individual cost elements and their weighting can be disclosed at the request of the Buyer.
Prices may be adjusted by us if the documents, approvals or releases to be provided by the customer were not provided on time, were incomplete or incorrect in terms of content; in this case, a price adjustment shall only be made if and to the extent that the final prices actually exceed the agreed prices due to the delayed, incomplete or incorrectly provided documents.

6.2 In the case of sale by delivery to a place other than the place of performance (Section 4 (1)), the Buyer shall bear the transport costs ex warehouse and the costs of any transport insurance requested by the Buyer.
Any customs duties, fees, taxes and other public charges shall be borne by the Buyer.
We do not take back transport packaging and all other packaging in accordance with the Packaging Ordinance; it becomes the property of the Buyer, with the exception of pallets and pallet cages.

6.3 Unless otherwise agreed, payment shall be made free to the paying agent of UMFORMTECHNIK Stade GmbH within 30 calendar days of receipt of the invoice without deduction.
The deduction of a discount requires a separate written agreement.
We do not accept bills of exchange and checks.

6.4 If the Buyer owes us several payments at the same time, the older debt among several due debts shall be repaid first, unless the Buyer has made a repayment provision.

6.5 If there is reasonable doubt as to the Buyer’s ability to pay, we shall be entitled to demand an advance payment or security deposit from the Buyer in the amount of 50% of the respective order value.

6.6 Upon expiry of the payment period pursuant to clause 6.3, the Buyer shall automatically be in default under the conditions of § 286 para.
3 BGB, the Buyer shall automatically be in default without the need for a separate reminder.
Our claim to commercial maturity interest (§ 353 HGB) against merchants remains unaffected.

6.7 If it becomes apparent after conclusion of the contract that our claim to the purchase price is jeopardized by the Buyer’s inability to pay (e.g. by an application for the opening of insolvency proceedings), we shall be entitled to refuse performance in accordance with the statutory provisions and – if necessary after setting a deadline – to withdraw from the contract.
Clause 6.5 remains unaffected.

7 Tools

7.1 Notwithstanding clause 6.3 and unless otherwise agreed, payment for tools ordered shall be made as follows: 50% after order confirmation, 50% after approval by FAI.
Payments as described above shall be made net within 5 calendar days of receipt of the invoice.
This shall also apply if changes are still to be made to the initial samples.

7.2 Tool maintenance and servicing shall be carried out in our factory and exclusively by separate agreement.

8 Quality, quality agreement, sample

The individually concluded quality agreements shall apply.
If agreed, the order may be placed on the basis of initial samples (“reference samples”) provided by us.
The Buyer must check the quality of the reference sample and whether it is sufficient for the intended purpose.
Clause 3.2 shall apply accordingly to orders based on samples.

9 Provision of materials

9.1 If materials are provided by the Buyer for the execution of the order, they must be delivered in good time and in perfect condition at the Buyer’s expense and risk.
The Buyer must check the quality and suitability of the materials before making them available.
If these requirements are not met, the delivery time shall be extended by the time of the delayed, faultless provision.
Except in cases of force majeure, the Buyer shall bear the additional costs for interruptions to production caused by the delay in provision.

9.2 Our liability with regard to the storage and care of the materials provided is limited to the same care as in our own affairs.
The costs for any insurance shall be borne by the Buyer.

9.3 The Buyer warrants that it has duly fulfilled its inspection obligations in the event that it has procured the material from third parties.
If the product manufactured by us is defective due to a defect in the material provided and/or if the processing fails due to a defect which is causally attributable to a defect in the material provided, we shall nevertheless be entitled to demand the agreed remuneration, taking into account a saving in expenses.

10 Retention of title

10.1 We reserve title to the goods sold until full payment of all our present and future claims arising from the specific purchase contract and an ongoing business relationship (“secured claims”).

10.2 The goods subject to retention of title may not be pledged to third parties or assigned as security before full payment of the secured claims.
The buyer must inform us immediately in writing if and insofar as third parties have access to the goods belonging to us.

10.3 If the Buyer acts in breach of contract, in particular if he fails to pay the purchase price due, we shall be entitled to withdraw from the contract in accordance with the statutory provisions and to demand the return of the goods on the basis of the retention of title and the withdrawal.

10.4 The Buyer is authorized to resell and/or process the goods subject to retention of title in the ordinary course of business.
In this case, the following provisions shall apply in addition.

(a) The retention of title shall extend to the full value of the products resulting from the processing, mixing or combination of our goods, whereby we shall be deemed to be the manufacturer and the processing, mixing or combination shall be deemed to have been carried out on our behalf.
If, in the event of processing, mixing or combining with goods of third parties, their right of ownership remains, we shall acquire co-ownership in proportion to the invoice values of the processed, mixed or combined goods.
In all other respects, the same shall apply to the resulting product as to the goods delivered subject to retention of title.

(b) The Buyer hereby assigns to us as security any claims against third parties arising from the resale of the goods or the product in total or in the amount of our possible co-ownership share in accordance with the above paragraph. We accept the assignment. The obligations of the Buyer set out in clause 10.2 shall also apply with regard to the assigned claims.

(c) The Buyer shall remain authorized to collect the claim in addition to us.
We undertake not to collect the claim as long as the Buyer meets his payment obligations to us, is not in default of payment, no application for the opening of insolvency proceedings has been filed and there is no other deficiency in his ability to pay.
If this is the case, however, we can demand that the buyer informs us of the assigned claims and their debtors, provides all information necessary for collection, hands over the relevant documents and informs the debtors (third parties) of the assignment.

(d) If the realizable value of the securities exceeds our claims by more than 10%, we shall release securities of our choice at the buyer’s request.

(e) If the Buyer files for insolvency, he must inform us immediately in writing.
If the goods subject to retention of title are seized by third parties or are subject to other interventions by third parties, the Buyer is obliged, as long as ownership has not yet been transferred to him, to inform the third party of our ownership rights and to notify us immediately in writing so that we can enforce our ownership rights.
The Buyer shall be liable to us for any court or out-of-court costs incurred in this connection in accordance with Section 771 of the German Code of Civil Procedure (ZPO), unless the third party is in a position to reimburse us for these costs.

11 Warranty claims of the buyer

11.1 The statutory provisions shall apply to the Buyer’s rights in the event of material defects and defects of title (including incorrect and short delivery as well as improper assembly or defective assembly instructions), unless otherwise specified below.

11.2 The basis of our liability for defects is above all the agreement reached on the quality of the goods.
The product descriptions (including those of the manufacturer) designated as such, which were provided to the Buyer prior to his order or were included in the contract in the same way as these GTC, shall be deemed to be an agreement on the quality of the goods.

11.3 If the quality has not been agreed, it shall be assessed in accordance with the statutory provisions whether a defect exists or not.

11.4 The Buyer’s claims for defects presuppose that he has fulfilled his statutory inspection and notification obligations.
If the Buyer fails to properly inspect the goods and/or report defects, our liability for the unreported defect shall be excluded in accordance with the statutory provisions.

11.5 If the delivered item is defective, the Buyer may initially demand, at his discretion, either rectification of the defect (repair) or delivery of a defect-free item (replacement delivery).
If the buyer does not declare which of the two rights he chooses, we can set him a reasonable deadline for this.
If the buyer does not make the choice within the deadline, the right to choose shall pass to us upon expiry of the deadline.

11.6 We are entitled to make the subsequent performance owed dependent on the Buyer paying the purchase price due.
However, the Buyer shall be entitled to retain a reasonable part of the purchase price in proportion to the defect.

11.7 The Buyer shall give us the time and opportunity required for the subsequent performance owed, in particular to hand over the rejected goods for inspection purposes.

11.8 We shall bear the expenses necessary for the purpose of inspection and subsequent performance, in particular transport, travel, labor and material costs.

11.9 In urgent cases, e.g. if operational safety is jeopardized or to prevent disproportionate damage, the Buyer shall have the right to remedy the defect himself and to demand compensation from us for the expenses objectively necessary for this purpose.
We must be notified immediately, if possible in advance, of any such self-remedy.
The right of self-remedy does not exist if we would be entitled to refuse a corresponding subsequent performance in accordance with the statutory provisions.

11.10 If the supplementary performance has failed or if a reasonable deadline to be set by the Buyer for the supplementary performance has expired unsuccessfully, the Buyer may withdraw from the contract in accordance with the statutory provisions.

11.11 Claims of the Buyer for damages or reimbursement of futile expenses shall only exist in accordance with clause 12 and are otherwise excluded.

12 Other liability

12.1 Unless otherwise stated in these GTCS, including the following provisions, we shall be liable in the event of a breach of contractual and non-contractual obligations in accordance with the relevant statutory provisions.

12.2 We shall be liable without limitation for damages – irrespective of the legal grounds – in the event of intent and gross negligence.
In the event of simple negligence, we shall only be liable

(a) for damages resulting from injury to life, body or health, as well as

(b) for property damage and financial loss arising from the breach of a material contractual obligation (obligation whose fulfillment is essential for the proper execution of the contract and on whose compliance the contractual partner regularly relies and may rely); in this case, however, our liability is limited to compensation for foreseeable, typically occurring damage.

12.3 The limitations of liability resulting from clause 12.2 shall not apply if we have fraudulently concealed a defect or have assumed a guarantee for the quality of the goods.
For the avoidance of doubt, they shall also not apply to injury to life, limb or health; in this case we shall be liable without limitation irrespective of the degree of fault.

12.4 The Buyer may only withdraw from or terminate the contract due to a breach of duty that does not consist of a defect if we are responsible for the breach of duty.

13 Final provisions

13.1 The law of the Federal Republic of Germany shall apply to these GTCS and all legal relationships between us and the Buyer, to the exclusion of the UN Convention on Contracts for the International Sale of Goods.

13.2 The transmission of a signed letter as a scan by e-mail to the last e-mail address used in the communication between the parties is sufficient for compliance with the written form.
Signatures can also be made using recognized digital signature software (e.g. DocuSign).

13.3 The Buyer may not assign rights and obligations under this contract in whole or in part without our prior written consent, unless there is no interest worthy of protection in the exclusion of assignment or legitimate interests in the assignability outweigh the interest in the exclusion of assignment.

13.4 The Buyer may only offset claims arising from the specific contract against undisputed or legally established counterclaims, unless the monetary claim for offsetting arises from a claim for which the Buyer could have asserted a right of retention.
The Buyer may not assert any rights of retention or other rights to refuse performance except in the case of undisputed or legally established claims.

13.5 The place of performance and jurisdiction for both parties to the contract is Stade.
We are also entitled to take legal action at the buyer’s general place of jurisdiction.

13.6 Should individual provisions of these GTCS be invalid, void or unenforceable, this shall not affect the validity and enforceability of the remaining provisions.
The invalid, void or unenforceable provision shall be deemed to be replaced by a valid and enforceable provision that comes closest to the economic purpose of the invalid, void or unenforceable provision.
The same applies if there is an unintended loophole in these GTCS.
If the invalidity of a provision is based on a measure of performance or time (deadline or date) specified therein, the provision shall be deemed to have been agreed with a legally permissible measure that comes closest to the original measure.

Status: 01.10.2024