UHE precision mechanics

General
terms and conditions

1 Area of applicability

All our deliveries are subject to the Terms and Conditions as stipulated hereafter. Conflicting Terms and Conditions of buyers shall not be accepted. Modifications or supplements must invariably be made in writing.

2 Offers, conclusion of contracts, leaflets and folders

2.1 Offers are made without engagement on our part and subject to prior sale, technical modifications and price changes until a legally binding supply contract is concluded between parties. Offers made on the basis of customer specifications shall remain valid for 60 days from date of offer.

2.2 Any collateral agreements, modifications, supplementations and/or other deviations from these Terms and Conditions shall only be valid if expressly approved by the managing partner. Such provisions must be agreed in writing. Contract s shall only take effect after our acknowledgement of order.

2.3 Any details / specifications stated in offers and/or acknowledgements of order, based on apparent typing errors or miscalculations shall be invalid, with the apparently intended statement becoming effective in such cases.

3 Prices

Prices are quoted in EUR. Unless otherwise agreed, they are calculated ex works, exclusive of packing, VAT and customs duties. Prices for tools are quoted pro rata and include no maintenance and upkeep expenses.

4 Terms of payment

4.1 Unless otherwise agreed, all invoices shall be payable after invoicing without deductions of any kind. Customers entitled to cash discounts only have the right to deduct such discounts if none of their accounts payable to us is overdue.

4.2 Bills of exchange will only be accepted if a previous agreement to this effect has been reached. Discount and bill charges are invoiced to the purchaser and immediately due for payment. Payment shall only be considered effected after the bill is duly paid.

4.3 Purchasers in default of payment shall be subject to pay interest on arrears (the rate of which shall exceed the discount rate fixed by the German Central Bank (Bundesbank) by 8 %), and without prejudice to further damage claims, unless proof is provided that a considerably lower damage or no damage at all has occurred.

5 Passage of risk

5.1 The risk will pass to the buyer as soon as the goods are delivered to the carrier, even in the case of 'freight prepaid' deliveries. Goods are dispatched by supplier's equitable, discretionary decision and transport costs charged to the buyer. Transport insurance will only be taken out on special request of the buyer. Any defective or non-conforming condition of the goods must be confirmed on the freight bill by the carrier or his representative immediately upon receipt.

5.2 If shipping is delayed or held at the instigation of the buyer, all risks shall pass to the buyer as soon as the latter is notified that the goods are ready for shipment.

6 Delivery date and default of delivery

6.1 Delivery dates will be fixed to the best of our knowledge but without engagement on our part. Delivery terms shall start with the day of our acknowledgement of order, but not before all relevant details for the execution of the order have been clarified. Delivery deadlines shall be considered as met, if the products leave our works within the stipulated period.

6.2 If unforeseeable incidents, not caused by intention or gross negligence on our part - such as equipment failures or stoppages, industrial conflicts, general lack of raw materials, etc. - should make the delivery of the goods impossible or seriously aggravate the conditions for their delivery, the delivery time shall be extended by an adequate period.

6.3 In the event of deliveries being delayed, a reasonable grace period of at least 15 working days shall be set under penalty of rejection. After the futile expiration of the grace period, the buyer's right to withdraw from contract or claim damages shall only cover those parts of the contract scope we failed to perform.

7 Call orders

7.1 Deliveries from call orders must be taken and fully paid not later than 12 months after order date.

7.2 If, on account of the total order quantity, lower staggered prices have been agreed, we shall be entitled to adjust such prices according to the volume-based price scale, if the buyer fails to take the total order quantity for reasons he is answerable for.

7.3 After expiration of the period set for a call order, we shall be entitled - after an extension of the original term, under penalty of rejection to the customer - to withdraw from the contract or claim damages for non-performance on account of the untaken order volumes.

8 Tolerances

8.1 Volume-related tolerances of +/- 5% of the order quantity must be accepted by the buyer.

8.2 For production-related tolerances see para. 10.3.

9 Retention of title to ownership

9.1 We reserve ourselves the right to retain title to ownership for delivered goods until all current or future claims, to which we might be entitled within the scope of our business relations, have been fully paid.

9.2 If our supplied goods are processed/ finished by the purchaser, we shall be considered their manufacturer and acquire ownership of the newly made products. If other materials are also used in the processing, we shall acquire ownership of the finished goods in proportion to the invoiced value of our goods as against the value of the other materials used. If (in the event of our goods being mixed or combined with physical assets of the buyer) the goods supplied by us are considered as the principal thing or component, co-ownership of that thing shall pass to us in proportion to the invoiced value of our goods - or in the absence of such - to their current market value. In such case, the buyer shall be considered depositary of the goods.

9.3 The buyer shall be entitled to dispose of the goods in our property within the scope of an ordinary operating agreement as long as his financial obligations from his business relations with us are duly and punctually met. Any claims he might be entitled to by virtue of his processing or re-processing shall be assigned to us for security purposes.

9.4 The buyer shall engage to inform us immediately about any third-party claims on the goods under our property or co-ownership or on any claims made over to us. Any amounts assigned by us and collected by him shall be paid to us immediately when due.

9.5 Upon buyer's request we will unblock securities to which we are entitled under this agreement if they exceed our secured debt by more than 25 %.

10 Warranty

10.1 All goods must immediately be inspected and checked for correct quantity and quality upon delivery. In the case of non-conformances that are recognizable by adequate inspection, the supplier must be notified in writing not later than two days after receipt of goods (preclusive period), or - in the case of other complaints or objections - immediately after their discovery, respectively. In the case of defective performance or delivery on the part of the contractor and/or if damages are caused by defective production or materials, the supplier may, at his own discretion and excluding other warranty claims on the part of the buyer, either choose to replace or to rework/ rectify the defective goods. Several rectifications of faults (normally two) are admissible within an adequate period of time.

10.2 The warranty period shall start at the date of delivery or purchase/ acceptance, resp., with a stipulated duration of one year, unless mandatory legal provisions prescribe a longer warranty period.

10.3 Unless otherwise provided in RFQs, purchase orders and leaflets or in the contract, the specifications contained in DIN ISO 2768 standards (mean tolerance limits) regarding dimensional accuracy, form and position, etc. shall apply for our products.

10.4 Any claims for damages put forward against the supplier or any person employed in performing an obligation on his behalf, which are not, at the same time, based on a break of major contractual duties, shall be excluded, unless caused by intention or gross negligence. The above limitations shall not apply to claims for damages based on guarantees regarding specific qualities that are meant to cover the buyer against the risk of consequential damages. Claims for damages as stipulated by the German Law on the Liability for defective Products (PrdHG), as well as the liability for personal, physical, or health injury shall not be affected by the above provisions.

11 Deliveries to nonmerchants

If the buyer is neither a merchant nor a public body or a public asset of the Federal Government, the provisions stipulated in 6.2, 7.2, and 10.2 of the Terms and Conditions hereunder shall not apply.

12 Place of fulfilment and jurisdiction, miscellaneous

12.1 The place of fulfilment is Hemmingen/Germany

12.2 The place of jurisdiction is Hannover/Germany, if the buyer is a fully qualified merchant or public body or if the buyer's registered place of business is not in Germany. However, we may also chose to file a law suit at the buyer's registered place of business. German law shall be applicable.

12.3 Any void or invalid provisions of the Terms and Conditions hereunder shall not affect the validity of the remaining clauses.

12.4 An assignment of claims under this contract by the buyer to third parties shall be excluded.

12.5 Custom-made tools shall be kept for a maximum period of three years after placement of the customer's last order.