STANDARD SALES AND BUSINESS TERMS
- Scope
All agreements signed with ulti med Products (Deutschland) GmbH, hereinafter referred to as umP, shall be based on the follwing conditions, unless any other regulations have been explicitly agreed. This shall also be applicable for single agreements if in these explicit reference is made to the above Standard Sales and Business Terms.
Deviating conditions of the buyer shall not bind umP, unless this has been explicitly agreed.
- Subject matter of the Agreement
Subject matter of the Agreement shall be the contractual contents stipulated by a separate order confirmation based on a sales offer presented by umP or a purchase offer presented by the buyer. If the buyer does not immediately reprove any order confirmation submitted by umP the contents shall be regarded as approved even if those deviate from previous offers. This clause will not apply in case of a deviation from previous products which had been with malicous intent. Products agreed upon are subject to changes with regard to technology and / or moulds. New products can be adjusted or can replace their predecessor according to the latest state of technology without any notice to be given to the buyer. Such adjustment or replacement shall not be regarded as a deviation from the agreement and does not entitle the buyer to any contractual or legal remedies.
- Delivery
Delivery dates shall only be regarded as non-obligatory schedules. Should the delivery date be exceeded, this shall not represent a breach of contract, provided such delay has not been caused by umP and provided the buyer has been duly notified of the same. Further an appropriate period of grace shall be initiated. The buyer shall, however, be entitled to reject fulfilment if any delivery schedule is exceeded by more than 4 weeks after the end of an appropriate period of grace. umP shall not be responsible in any way for any non-compliance with regards to time limits which are due to any act of god and any other unforeseen events beyond the control of umP.
Irrespective of delivery schedules, umP shall be entitled to immediately carry out orders. Partial deliveries shall be permissible. umP is not responsible for any impossibility of delivery if such impossibility is based on circumstances which do not lie within the responsibility of umP.
- Pricing
List prices shall be subjected to changes. The prices as valid at the time of the order confirmation, shall be the price which is payable.
All prices given shall be net prices and shall be understood as exclusive of shipping and insurance costs and VAT.
- Terms of Payment
Invoices shall be paid in advance or otherwise negotiated.
In the event of late payment, interest in the amount of 4% over and above the basis interest rate of the Deutsche Bundesbank together with reminder costs in the amount of USD 15.00 shall be payable. Partial payments effected by the client shall be first offset with the costs, than with any interest and finally with the remaining amount of the principal claim.
The buyer shall only be entitled to set off a claim, to a retention or to lower the purchase price provided the relevant court has declared the buyer to be entitled to such counter claims or such counter claims are not in dispute.
Irrespective of what has been previously agreed, in the event of partial deliveries and / or late payment, umP shall be entitled to make any subsequent deliveries on prepayment only.
- Retention of Title
umP shall be entitled to retain its title to all goods as delivered by umP until the buyer has fulfilled all his contractual obligations resulting out of the entire business relationship between the parties.
The buyer shall be entitled to sell on or process the goods unless agreed otherwise. For the purpose of the retention of title by umP, in the event of further processing of the goods, the newly created object shall be considered as the original one. In the event of a further sale by the buyer to a third party, the consideration as payable thereunder shall already today be regarded as validly assigned to umP.
- Transfer of Risk / Shipment
Irrespective of the kind of transport, the risk of transfer shall pass on to the buyer at the time when the object has been delivered and surrendered to the relevant transport agency. Should the delivery and surrender of the products be delayed due to circumstances which lie within the responsibility of the buyer, the risk of transfer shall be passed on to the buyer once notice of the possibility of shipment has been given.
The goods shall be shipped at the buyer's risk and expenses. umP shall be principally responsible for selecting the method of shipment.
- Acceptance / Notice of Defect
Any notices of defect regarding the goods as delivered by umP shall be submitted to umP in writing within 7 days of receipt of the same.
If a notice of defect as set out above is not effected or has not been effected within the above time limit, the goods received shall be regarded as being in accordance with the contractual agreement or as otherwise agreed. In such a case the buyer shall not be entitled to any warranty claims.
- Warranty
The buyer's warranty rights shall principally be restricted to subsequent delivery.
A subsequent delivery shall be effected free of charge if the goods delivered do not fulfil their contractual requirements, provided the goods are still available in the form as delivered by umP and provided the defects have been notified within the above time limit and in the above manner.
Should it transpire that due to circumstances which lie within the responsibility of umP no contractual fulfilment can be achieved by a subsequent delivery, the buyer shall be entitled to lower the purchase price or to rescind the contract after a reasonable time limit has been given to umP.
Should the buyer receive goods from umP which are only handled by umP, but manufactured by a third party, any rights umP may have against such manufacturer shall be assigned to the buyer at the time of the delivery. Should the buyer not be granted a warranty from the manufacturer, umP shall only be liable for any warranty to the extent as described above.
- Liability
umP shall not be liable for any damages resulting out of goods which have been delivered in accordance with their contractual description.
Liability for damage which is not based on gross negligence or intentional action by umP and / or its employees shall be excluded.
If the business transaction was achieved on the grounds of product specifications effected by third parties / manufacturers, umP shall not assume any liability for the correct contents of these specifications.
The liability of umP shall be limited to the amount as given in its policy of its company insurance / product liability insurance.
- Place of fulfilment / Miscellenious
Unless otherwise agreed, place of fulfilment shall always be Hamburg.
If both parties are merchants, exclusive place of jurisdiction shall be Lübeck, Germany. The applicable law shall be German law under the exclusion of United Convention on Contracts for the Sale of Goods. Should any term or provision as set out hereunder be held illegal or unenforceable , this will not affect the validity and enforceability of the remainder of these Standard Conditions.
