General Business Terms and Conditions

As of 2007

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Terms of Sale, Delivery and Payment

Preliminary Note:

In addition to applicable law, the following Terms of Sale, Delivery and Payment form the basis of delivery and service agreements of UAS Inc., branch office Germany. They are an integral part of all agreements between UAS Inc., branch office Germany, and its contractual partners (referred to hereinafter as „customer“) regarding all services or deliveries offered by it. They also apply to all future deliveries, services or quotations to customers, even if they are not agreed separately again.
It is expressly stated that general terms and conditions of customers or third parties are not applicable, even if UAS Inc., branch office Germany, does not expressly oppose them in each indivual case. If UAS Inc., branch office Germany, refers to a letter which includes or refers to general terms and conditions of the customer or a third party, the application of these general terms and conditions is not accepted thereby.

 

§ 1
Quotation and Conclusion of the Agreement

1)
Quotations by UAS Inc., branch office Germany, are without engagement and not binding, unless they are expressly identified as being binding. Purchase orders or orders can be accepted by UAS Inc., branch office Germany, within 30 business days as from receipt.

2)
The contractual relations between UAS Inc., branch office Germany, and the customer shall be governed by the written sales agreement including these Terms of Sale, Delivery and Payment. The sales agreement reflects all agreements made between the contractual parties regarding the subject of the agreement. Oral commitments of UAS Inc., branch office Germany, made before the conclusion of the agreement are not binding and oral agreements between the parties are replaced by the written agreement, unless it expressly appears from these agreements that they continue to exist and are binding. Supplements and amendments of the agreement require the written form to be effective. With the exception of the branch office manager or her authorised representative, the employees of UAS Inc., branch office Germany, are not entitled to make oral agreements deviating from the above. The transmission by telecommunication means is sufficient regarding the observance of the written form requirement.

3)
Information by UAS Inc., branch office Germany, as to the subject of the delivery (e.g. dimensions, service values, rating, tolerances and technical data) as well as our illustrations (e.g. drawings and figures) are roughly authoritative, unless the usability regarding the intended use requires precise conformity. Customary deviations and deviations due to legal provisions or presenting technical improvements as well as the replacement of components by parts of equal quality are admissible provided that they do not affect the intended use.

4)
UAS Inc., branch office Germany, reserves the property and copyright to all quotations and estimates submitted by it as well as drawings, figures, calculations, brochures, models or other documents and means provided to the customer. Without the express consent of UAS Inc., branch office Germany, the customer must neither grant access to these items nor to their contents to third parties, disclose them, use them itself or have them used by third parties or reproduce them. At the request of UAS Inc., branch office Germany, these items are to be returned completely and possible photocopies are to be eliminated, if they are no longer necessary in the ordinary course of business or if negotiations do not result in the conclusion of an agreement.

 

§ 2
Prices

1)
A binding price is fixed only after written order confirmation by UAS Inc., branch office Germany.

2)
The prices shall apply ex works in € plus applicable value-added tax, in case of exports plus customs duty as well as fees or other charges.

3)
Packaging, forwarding costs and transport insurance at the request of the customer are not included and are invoiced additionally.

4)
The invoiced amounts are to be paid within 30 days without discount, unless otherwise agreed to in writing. Regarding the receipt of the payment by UAS Inc., branch office Germany, the date of the payment shall be decisive. Cheques shall be deemed paid only after cashing. If the customer fails to pay until the due date, interest of 5% is to be paid on the outstanding amounts as from the due date; the right to assertion of higher interest and further damages in case of delay is reserved.

5)
Set-off against counterclaims of the customer or retention of payments due to such claims is only admissible, if these claims have not been contested and have been recognised by declaratory judgment.

6)
UAS Inc., branch office Germany, is authorised to execute outstanding deliveries or render outstanding services only against advance payment or provision of security, if after conclusion of the agreement it becomes aware of circumstances which may significantly reduce the creditworthiness of the customer and due to which the settlement of outstanding receivables of UAS Inc., branch office Germany, by the customer resulting from the respective contractual relation is endangered.

 

§ 3
Scope of Supply

1)
Deliveries are made ex works Bad Camberg.

2)
The delivery times indicated by UAS Inc., branch office Germany, refer to the shipping date of the goods. They are deemed observed, if the goods leave the factory at this time or the customer is notified at this time that the goods are ready for dispatch. Times and dates for deliveries and services announced by UAS Inc., branch office Germany, are only approximate, unless a fixed term or date is expressly agreed.

3)
The agreed time of delivery is applicable after clarification of all technical and commercial details.

4)
If the delivery time is exceeded, the customer shall grant a reasonable grace period which must not be longer than three weeks.

5)
If the delivery time including the reasonable grace period is not observed, UAS Inc., branch office Germany, is solely liable for the invoiced amount of the goods which were not delivered in due time, up to the amount of the loss incurred by relying on a declaration.

6)
UAS Inc., branch office Germany, is not liable for the impossibility of delivery or delays in delivery, provided that the latter were caused by force majeure or other circumstances which could not be foreseen at the time of conclusion of the agreement (e.g. interruption of operations of any kind, difficulties in the procurement of material or energy, transport delays, strikes, legal lock-out, lack of labour or outstanding, incorrect or defaulting delivery by suppliers) and for which UAS Inc., branch office Germany, is not responsible. Insofar as such circumstances at UAS Inc., branch office Germany, significantly impede the delivery or performance or render the delivery or performance impossible and insofar as such impediments are not temporary, UAS Inc., branch office Germany, is authorised to withdraw from the agreement. In case of temporary impediments, the times of delivery and performance are extended or postponed by the period of the impediment plus a reasonable starting period. If the customer cannot be expected to take delivery as a consequence of the default, it can withdraw from the agreement by immediate written declaration to the seller.

7)
UAS Inc., branch office Germany, is authorised to perform partial deliveries, if the customer can use the partial delivery in the scope of the intended use and does not incur considerable additional expenses or costs. The above does not apply, if UAS Inc., branch office Germany, agrees to bear the additional costs.

8)
If UAS Inc., branch office Germany, is in default with a delivery or performance or if it is impossible for UAS Inc., branch office Germany, to deliver or perform for any reason, the liability of UAS Inc., branch office Germany, is limited to damages according to these Terms of Sale, Delivery and Payment with reference to § 5 Damages due to Fault.

 

§ 4
Warranty

1)
The warranty period for new items amounts to two years as from delivery or acceptance, if an acceptance is required. The customer shall check the goods for perfect condition immediately upon receipt. UAS Inc., branch office Germany, is to be notified of obvious defects immediately or at latest within one week as from receipt of the goods. If notice of obvious defects is not given in time or in due form, the warranty in this respect is not longer applicable.

2)
UAS Inc., branch office Germany, is to be notified of other defects within one week as from detection of a defect. At the request of UAS Inc., branch office Germany, the rejected item is to be returned to UAS Inc., branch office Germany, freight paid. In case of justified notice of defect, UAS Inc., branch office Germany, reimburses the costs for the cheapest dispatch type; this does not apply, if the costs are higher, because the delivered item is at another place than the place of the intended use.

3)
Minor defects which neither significantly impair the value nor the fitness or usability of the item are excluded from warranty.

4)
At its discretion UAS Inc., branch office Germany, is authorised to rework the item. I.e. it decides whether the defect is eliminated or a new item is delivered. If the rework fails, UAS Inc., branch office Germany, is authorised to perform repeated rework. Also in case of repeated rework UAS Inc., branch office Germany, decides whether a new item is delivered or the defect is eliminated. The customer is only authorised to withdraw from the agreement or to reduce the purchase price reasonably, if the rework failed repeatedly.

5)
If the defect is based on the fault of UAS Inc., branch office Germany, the customer may claim damages under the conditions defined in § 5 – Liability for Damages due to Fault –.

6)
In case of damages of components of other manufacturers which cannot be eliminated by UAS Inc., branch office Germany, for licensing or actual reasons, UAS Inc., branch office Germany, will assert its warranty claims towards the manufacturers and suppliers on behalf of the customer or assign its claims to the customer at its own discretion. In case of such defects, warranty claims towards UAS Inc., branch office Germany, only exist under the other conditions of and according to these Terms of Sale, Delivery and Payment, if the legal enforcement of the above mentioned claims towards the manufacturer or supplier was not successful or offers no prospects, e.g. due to insolvency. During the term of the legal dispute, the limitation of the respective warranty claims of the customer towards the seller is suspended.

7)
The warranty is not applicable, if the customer modifies the supplied item or has it modified by third parties without the consent of UAS Inc., branch office Germany, and the elimination of the defect is hence impossible or rendered unreasonably difficult. In any case, the customer undertakes to bear the additional costs of the elimination of the defect arising due to the modification. Used articles are delivered without granting any warranty.

 

§ 5
Liability for Damages due to Fault

1)
The liability for damages of UAS Inc., branch office Germany, for whatever reason, in particular due to impossibility, default, faulty or wrong delivery, violation of the agreement, infringement of the obligations in case of negotiations and tortuous act, is limited according to this § 5, provided that a fault is given in the respective case.

2)
UAS Inc., branch office Germany, is not liable in case of slight negligence of its bodies, legal representatives, employees or other vicarious agents as well as gross negligence of its non-executive officers or other vicarious agents, unless a contractual obligation is violated. Contractual obligations are obligations for timely delivery and installation without defects as well as obligations regarding consulting, protection and proper care which are intended to allow the use of the supplied item according to the agreement to the customer or to protect life and limb of the personnel of the customer or third parties or the property of the customer against considerable damages.

3)
Insofar as UAS Inc., branch office Germany, is liable for damages according to § 5, clause 2, this liability is limited to damages which UAS Inc., branch office Germany, foresaw upon conclusion of the agreement as possible consequence of the violation of the agreement or would have foreseen when considering the circumstances which were known or would have been known if ordinary care was exercised. Indirect or consequential damages caused by defects of the supplied item are only recoverable damages, provided that such damages are to be expected, if the supplied item is used as intended.

4)
In case of liability for slight negligence, the liability for damages of UAS Inc., branch office Germany, for personal injuries and property damages is limited to an amount of three million € per case of damage (according to the current amount insured by its product liability insurance), even if it is a violation of contractual obligations.

5)
The above disclaimers and limitations apply to bodies, legal representatives, employees and other vicarious agents of UAS Inc., branch office Germany, to the same extent. Insofar as UAS Inc., branch office Germany, provides technical information or acts as a consultant and this information or consulting is not included in the contractual scope of performance owed by it, this is effected free of charge and without any liability.

6)
The limitations of these provisions do not apply to the liability of UAS Inc., branch office Germany, due to wilful behaviour, for guaranteed features, due to personal injuries or according to the product liability act.

 

§ 6
Reservation of Title

1)
The supplied goods remain the property of UAS Inc., branch office Germany, until complete payment of all receivables towards the customer at the date of the invoice.

2)
In case of machining or processing of reserved property, UAS Inc., branch office Germany is entitled to the (co-)ownership in the item prepared thereby to the amount of the condition of the reserved property to be machined or further processed. The reserved goods must only be sold in the proper course of business of the customer. If the customer sells the reserved goods, it transfers its claim towards the buyer to UAS Inc., branch office Germany, upon the time of sale. The customer commits the buyer to pay directly to UAS Inc., branch office Germany, in the scope of the duty of payment resulting from the resale. Exceptions from the above require a prior written agreement between UAS Inc., branch office Germany, and the customer.

3)
Furthermore, orders regarding the reserved goods are inadmissible, in particular transfer by way of security or pledging.

 

§ 7
Place of Performance

1)
Place of performance for all obligations resulting from the contractual relation shall be Bad Camberg, unless otherwise agreed to. If UAS Inc., branch office Germany, also owes the installation, the place of performance shall be the place of installation.

2)
The type of shipping and packaging are at the reasonable discretion of UAS Inc., branch office Germany.

3)
The risk is transferred to the customer at latest upon handover of the item to be supplied to the forwarder, carrier or third parties otherwise assigned with the shipment. This also applies, if partial deliveries are made or if UAS Inc., branch office Germany, also accepted other services (e.g. shipment or installation). If shipment or handover is delayed due to circumstances for which the customer is responsible, the risk is transferred to the customer when the goods are ready for dispatch at UAS Inc., branch office Germany, and the customer is notified thereof.

4)
Storage costs after transfer of risk are borne by the customer as agreed.

5)
The consignment is insured against theft, breakage, transport fire and water damages or other insurable risks only at the express request of the customer and at its expense.

6)
If the goods are to be accepted, the respective item is deemed accepted, when

  • delivery and installation, if UAS Inc., branch office Germany, also owes the installation, are completed,
  • UAS Inc., branch office Germany, notifies the customer thereof referring to the implied acceptance according to this paragraph and calls on the customer to accept the items,
  • 12 business days have passed since the delivery or installation or the customer started using the item (e.g. commissioned the delivered plant) and six business days have passed since the delivery or installation in this case, and
  • the customer fails to accept the goods within this period for another reason than due to a defect noticed to UAS Inc., branch office Germany, which renders the use of the plant impossible or impairs the use considerably.

 

§ 8
Place of Jurisdiction

1)
The place of jurisdiction for all disputes resulting from this contractual relationship between UAS Inc., branch office Germany, and the customer shall be Bad Camberg, Germany.

2)
The law of the Federal Republic of Germany shall apply to all disputes probably resulting from this legal relationship. The application of the UN sales convention shall be excluded.

 

§ 9
Miscellaneous

1)
Regarding design engineering against payment, an agreement on the costs has to be made expressly outside these General Terms and Conditions. If the plants to be manufactured by UAS Inc., branch office Germany, require static calculations, UAS Inc., branch office Germany, charges a structural engineer with these calculations at its own discretion. The costs incurred thereby shall be borne by the customer.

2)
If the agreement or these Terms of Sale, Delivery and Payment contain legal gaps or if individual provisions are ineffective, those legally effective provisions shall be deemed agreed in order to fill these gaps or provide effectiveness which the contractual parties would have agreed according to the economic purposes of this agreement and these Terms of Sale, Delivery and Payment, if they were aware of the gap or ineffectiveness.

Note:
UAS Inc., branch office Germany, points out that data received on the basis of the business relation with the customer is saved according to § 28 of the German Data Protection Act for the purpose of data processing and reserves the right to disclose this data to third parties (e.g. insurance companies), if required for the fulfilment of the agreement. The customer accepts the above.

 

Signature
UAS Inc., branch office Germany