Terms of Delivery
UNIVERSAL HYDRAULIK GMBH
I. GENERAL NOTES
1. We herewith object to any terms of the customer. The terms below apply to each and every order. Other terms are binding for us only if we accepted them in writing.
2. Oral agreements require our written confirmation to come into effect.
3. Our offers are free; cost estimates are not binding. Anything else might apply only if we marked our cost estimate and our offer as binding.
4. Invoicing is based on our prices as valid on the day of delivery plus VAT.
1. We take all efforts to keep delivery times. Stated delivery times always refer to the date of shipment ex works, and they are always not binding.
2. Force majeure and other events not in our fault which might affect smooth processing of the order, in particular delivery delays of our suppliers, or disturbances of traffic and operations, labour fights, lack of workshop or energy, entitle us to rescind, wholly or partly, from the contract, or to postpone the delivery, without creating any claims for indemnification for the customer. This also applies if the mentioned events occur at a date at which we are in default.
1. Shipment is made on cost and risks of the customer from a place to be specified by us within the Federal Republic of Germany. The customer is responsible for any insurance he wishes or deems necessary.
2. We assume no liability for cheapest shipment.
IV. COMPLAINTS AND CLAIMS FOR DEFECTS
1. Complaints for incomplete or incorrect delivery or claims for obvious defects have to be reported to us immediately in writing, no later than 15 days upon receipt of the goods. Together with the notification of defects, the customer has to claim elimination of the defects free of charge.
2. In case of untimely notification of complaints or claims for defects, warranty claims are excluded. In case of timely notification, we are obliged only to redelivery or warranty as per section V.
1. We grant warranty for promised characteristics and absence of errors according to the latest state of the art. Changes of construction or design we generally realize at certain goods prior to delivery do not entitle the customer to complain.
2. The warranty is inclusive 12 months upon delivery. The warranty however covers only a maximum operation of 1,200 hours of service.
3. Type of warranty
a) Warranty is in our discretion either repair or replacement of the complained product. Property of replaced parts passes over to us.
b) Complained products always have to be returned to us for repair, free of postage or freight. If the warranty case is acknowledged, the costs for the cheapest return shipment of the repaired goods within Germany go on our account.
c) If repair takes place at the customer’s site, travel times and travel costs go on account of the customer.
4. Claims for rescission or reduction are created only if we fail to fulfil our obligation to repair or replace.
5. Our warranty obligation is forfeited if there was third party intervention on the delivery object such as work or repair, or if the object is changed by installation of parts of third party origin, unless the defect is not causally related to the change. The warranty obligation is further forfeited if operating instructions or instructions for operation and handling are not complied with.
6. Natural wear and tear, and damages by inappropriate handling, are excluded from warranty. In particular we shall not be liable for changes of the condition or functionality of our products due to inappropriate storage or climatic or other effects. The warranty does not include defects caused by constructional errors or the selection of inappropriate materials if the customer, regardless of our prior note, requested the construction or the material.
7. Repair or replacement does not prolong or renew the warranty obligation.
8. We do not assume any liability for difficulties that may arise abroad due to the regulations of protection under industrial rights, copyrights, patent rights, utility model rights or registered design rights, through resale or through use of our products or the goods sold by us.
Unless otherwise defined in these terms, claims of the customer for indemnification, in particular for positive breach of contract, and for fault at contract execution are excluded as far as legally permissible.
VII. RESERVATION OF PROPERTY TITLE
1. We reserve the property of the delivered goods until full and final settlement of all our receivables that are or will be owed to us for what legal reason so ever.
2. The customer is entitled to process our products or to combine them with other products in the limits of his normal course of business. We acquire co-ownership of the articles created by processing or combination in order to secure our claims as specified under section 1, and the customer herewith already assigns such co-ownership to us. The customer shall store the goods subject to our co-ownership free of charge. The amount of our co-ownership is defined by the ratio between the value of our goods and the value of the article created by processing or combination.
3. We grant our customer a revocable right to resell in the course of normal business operations. This right is forfeited when the customer ceases payments. The customer herewith already assigns to us all receivables with ancillary rights to which he is entitled from the resale. The assigned receivables serve to secure all claims under section 1. The customer is entitled to collect the assigned receivables as long as we do not revoke this authorization.
The authorization to collect expires without explicit revocation if the customer ceases his payments.
Upon our request, the customer has to inform us immediately in writing about whom he sold goods to and which receivables he has from the resale, and to provide us with deeds, publicly certified on his cost and account, over the assignment of the receivables.
4. The customer is not entitled to any other disposals on our reserved goods, or goods of which we are co-owner, or the receivables assigned to us. The customer has to inform us immediately in writing about pledges or any other legal impediments of the articles that are wholly or partly our property.
5. We are entitled at all times to request return of the goods belonging to us if the customer is in default with payment, or if his financial situation has considerably worsened. If we exert this right, rescission from the contract would be given only – without prejudice to other mandatory legal provisions – if we explicitly declared our rescission.
6. If the value of the securities reserved for us exceeds our receivables by more than 20%, we will in so far release securities in our discretion upon request of the customer.
1. Payments shall always be booked against the oldest due invoice.
2. If the customer is in default with payment, or his financial situation changes considerably after contract execution, we may claim immediate cash payment of all receivables from the business relation, even in as far as respite had been granted. This also applies if we had received bills of exchange or cheques. Under the same conditions, we may claim advance payments or security bond in all ongoing business transactions. The rights under §326 BGB (=German Civil Code) are not thereby prejudiced.
3. Payments which are made against transfer of a bill of exchange issued by us and accepted by the customer shall be deemed effected only after the customer cashed the bill of exchange, and we are hence exempt from the bill of exchange liability, so that the agreed reservation of property title remains in effect in our favour at least until the cashing of the bill of exchange.
4. If the payment term is exceeded, we may charge, without prejudice to further rights, default interest in the amount of 4.5% above the related discount rate of the Deutsche Bundesbank in effect at that time.
IX. PLACE OF JURISDICTION
Place of jurisdiction and place of performance, also for payments, is Frankfurt. We are also entitled to sue the customer before any court that is competent for the residence or a subsidiary of the customer.