All agreements signed with ulti med Products (Deutschland) GmbH, hereinafter referred to as umPD, 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 umPD, 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 umPD or a purchase offer presented by the buyer. If the buyer does not immediately reprove any order confirmation submitted by umPD 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 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 umPD 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. umPD 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 umPD.
Irrespective of delivery schedules, umPD shall be entitled to immediately carry out orders. Partial deliveries shall be permissible. umPD is not responsible for any impossibility of delivery if such impossibility is based on circumstances which do not lie within the responsibility of umPD.
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, a reminder cost in the amount of USD 15.00 shall be payable. Partial payments effected by the client shall be first offset with the costs, then 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, umPD shall be entitled to make any subsequent deliveries on prepayment only.
Retention of Title
umPD shall be entitled to retain its title to all goods as delivered by umPD 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 umPD, 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 umPD.
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. umPD shall be principally responsible for selecting the method of shipment.
Acceptance / Notice of Defect
Any notices of defect regarding the goods as delivered by umPD shall be submitted to umPD in writing within 5 working 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.
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 umPD 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 umPD 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 umPD.
Should the buyer receive goods from umPD which are only handled by umPD, but manufactured by a third party, any rights umPD 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, umPD shall only be liable for any warranty to the extent as described above.
umPD 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 umPD and / or its employees shall be excluded.
If the business transaction was achieved on the grounds of product specifications effected by third parties / manufacturers, umPD shall not assume any liability for the correct contents of these specifications.
The liability of umPD 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 Ahrensburg.
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.