Terms and conditions

General Terms and Conditions

By placing an order, you acknowledge our terms of delivery and payment in full. This also applies if you refer to your own terms and conditions in your order forms. These terms of delivery and payment shall also remain valid for future orders. Input or recording errors shall be borne by the customer.

§ 1 General

1.1 These General Terms and Conditions of Delivery, Business and Payment apply to all contractual relationships of Uhlmann Sonnenschirme GmbH & Co. KG with a business customer or end customer, in particular for the manufacture and delivery of goods, regardless of whether the transaction is concluded on business premises, by email, via the internet, by telephone, using a fax machine or by any other means.

1.2 They also apply to all future business relationships, even if they are not agreed again separately. Any existing general terms and conditions of our customer shall not be binding for us unless we have expressly acknowledged them. This also applies in the event that our General Terms and Conditions contain a gap in this respect.

1.3 Any incorrect sales documents or other documentation of any kind may be corrected at any time without us having to assume liability for any damage resulting therefrom.

§ 2 Conclusion of Contract

2.1 Our offers and the information provided in price lists, brochures, websites, etc. are non-binding.

2.2 A contract shall only come into effect once we confirm it in text form within a period of four weeks. Our order confirmation shall be decisive for the content of the contract.

2.3 All price lists, instructions, documentation and other sales documents must be treated confidentially and may not be made accessible or passed on without our prior written permission. We reserve ownership rights and copyrights to all documents made available.

2.4 Changes and improvements to the item are possible at any time and without prior notification to the customer, in particular in the case of technical progress. We reserve the right to make non-essential changes to our products after conclusion of the contract.

2.5 The customer is aware that products manufactured by us are custom-made and can neither be exchanged nor returned. If the customer does not accept the goods ordered by them, we shall charge the directly incurred and verifiable costs arising from the order, as well as any additional costs incurred and lost profit.

2.6 Additional agreements must be made in writing in order to be effective.

2.7 The customer’s rights arising from the contract are not transferable.

§ 3 Credit Basis

3.1 The prerequisite for our obligation to deliver is the customer’s full creditworthiness, which the customer assures us by placing the order.

If, after conclusion of the contract, we receive information or facts arise which make the granting of credit in the amount resulting from the order appear questionable, we shall be entitled, regardless of any previous agreements to the contrary, to demand advance payments, security or cash payment, and to refuse performance until the security payment has been made, or to withdraw from the contract, or to claim damages for non-performance.

§ 4 Purchase Prices

4.1 The purchase price is the price stated in the order confirmation. This price is binding.

4.2 If more than six weeks elapse between the delivery date stated in our order confirmation and the actual delivery, we shall be entitled to increase the prices unilaterally and appropriately as storage fees, provided that the reasons for the later delivery are not attributable to us.

4.3 Additional costs resulting from changes to the type or scope of delivery made at the express request of the customer after our order confirmation shall be charged separately in addition to the quoted purchase price.

§ 5 Delivery, Acceptance and Call-Off Periods

5.1 Non-binding delivery periods or approximate delivery dates are not binding fixed dates. The calendar week stated in the order confirmation shall be deemed the dispatch week ex works.

5.2 The delivery period begins from the point in time at which all technical questions and other details of the order have been fully clarified. It continues until the transfer of risk.

5.2 If the customer fails to fulfil an obligation incumbent upon them and this delays the manufacture of the ordered goods, the delivery period shall be extended accordingly. All events of force majeure, in particular strikes, operational disruptions, unforeseeable and unavoidable or extraordinary events at our factory, at a supplier or at a transport company, shall extend the agreed delivery period by the duration of such hindrances.

The aforementioned events entitle us to cancel the contract in whole or in part if the disruptions last longer than one month.

5.3 Unless otherwise agreed, we are entitled to make partial deliveries. The customer may not derive any rights with regard to the remaining partial deliveries from the delay of individual partial deliveries.

§ 6 Acceptance

If the goods are to be inspected under special conditions, acceptance shall take place at our factory. All acceptance costs, insofar as they relate to the use of our employees, our material and our equipment, shall be borne by us; travel and accommodation expenses of the acceptance representative shall be borne by the customer. If the customer fails to carry out acceptance, the goods shall be deemed to have been delivered in accordance with the contract upon leaving our factory.

§ 7 Retention of Title

7.1 Our deliveries are made exclusively subject to retention of title. Ownership shall only pass to the buyer once the buyer has fulfilled all obligations arising from all legal relationships with us. This also applies to all future deliveries and assembly services, even if we do not always expressly refer to this.

7.2 Within the scope of their business operations, the customer is entitled to resell the goods subject to retention of title in the ordinary course of business. The customer hereby assigns to us the claims arising from the resale of the goods subject to retention of title in the amount of the final invoice amount agreed with us, including statutory VAT. This assignment applies regardless of whether the purchased item has been resold without or after processing.

The customer remains authorised to collect the claim even after the assignment. Our authority to collect the claim ourselves remains unaffected.

7.3 The customer may neither pledge the goods subject to retention of title nor transfer them as security. The customer must notify us immediately by registered letter of any seizure of the goods subject to retention of title or any other impairment by third parties. If we incur costs as a result of enforcement measures or other impairments, the customer shall reimburse us for such costs.

§ 8 Warranty and Damages

8.1 We warrant that the products are free from manufacturing and material defects. This also applies to assembly work carried out by us. However, we do not warrant that the ordered items, in terms of design and installation, comply with public-law regulations in the respective area of use. The customer is responsible for any required permits.

If the elimination of the defect or subsequent performance is impossible or disproportionate, the contractor shall be entitled to refuse the elimination of defects or subsequent performance. Subsequent performance may be refused as long as the customer has not fully fulfilled their payment obligation arising from the underlying contract, insofar as it corresponds to the defect-free part of the service rendered.

If one or both types of subsequent performance are impossible or disproportionate, we shall be entitled to refuse them. We may also refuse subsequent performance as long as the customer has not fulfilled their payment obligations to us to an extent corresponding to the defect-free part of the service rendered.

If subsequent performance is impossible or fails, the customer shall have the right, at their discretion, either to reduce the purchase price accordingly or to withdraw from the contract in accordance with statutory provisions. This applies in particular in the event of culpable delay or refusal of subsequent performance, as well as if it fails for the second time.

8.2 Unless otherwise stated below, further claims by the customer, regardless of the legal grounds, are excluded. This applies in particular to claims for damages arising from breach of contractual secondary obligations, tortious acts and other liability in tort, as well as claims for reimbursement of expenses, with the exception of those pursuant to Section 439 (2) of the German Civil Code. This applies in particular to claims for damage outside the purchased item and to claims for compensation for lost profit.

In the event of culpable breach of a material contractual obligation, also known as a cardinal obligation, liability shall not be excluded but shall be limited to the foreseeable damage typical for the contract. We shall further be liable in accordance with statutory provisions if the customer asserts claims for damages based on intent or gross negligence, including intent or gross negligence on the part of our representatives or vicarious agents.

Liability for culpable injury to life, body or health remains unaffected; this also applies to mandatory liability under the Product Liability Act. In the event of reimbursement of expenses, the above shall apply accordingly. The exclusion of liability shall also not apply in the event of the assumption of a guarantee or the assurance of a characteristic, provided that a defect covered thereby triggers our liability. Claims arising from manufacturer or supplier recourse shall also remain unaffected.

8.3 No warranty shall be assumed for damage resulting from the following causes: unsuitable or improper use, faulty assembly by the customer or third parties, failure to comply with our operating or maintenance instructions, modifications to the products, replacement of parts or use of consumables that do not comply with the original specifications, replacement of the material, natural wear and tear, faulty or negligent handling, unsuitable operating materials, defective construction work, unsuitable building ground, climatic, chemical, electrochemical or electrical influences, insofar as they are not attributable to us, as well as improper modifications or repair work carried out by the customer or third parties without prior approval by the user.

8.4 The limitation period for defect claims is 12 months, calculated from the transfer of risk. The limitation period in the case of manufacturer or supplier recourse pursuant to Sections 478 and 479 of the German Civil Code is five years, calculated from delivery of the defective item. The separate warranty conditions must also be observed.

8.5 We are entitled to make partial deliveries; no rights with regard to the remaining partial deliveries may be derived from defective partial deliveries.

§ 9 Terms of Payment

9.1 Our invoices are payable within 10 days without deduction, calculated from the invoice date. Payments shall always be used to settle the oldest due invoice. Agreements on cash discounts must be made separately and shall only be granted if all payment obligations from previous delivery contracts have been fulfilled.

9.2 After expiry of the statutory due date of the invoice issued by us, we shall charge default interest of 8.12% above the base interest rate pursuant to Section 288 of the German Civil Code, without prejudice to further rights. In the event of default, we are entitled, among other things, to demand advance payment or security for outstanding deliveries.

9.3 The customer is not entitled to offset counterclaims unless these have been acknowledged by us or legally established. In the event of suspension of payment, settlement or insolvency of the customer, our entire claim shall become due immediately. Any existing bonuses shall lapse.

9.4 Bills of exchange and cheques shall only be accepted on account of performance. Their acceptance is at our discretion. Bills of exchange must be discountable and taxed. The customer shall bear the costs of discounting and collection.

9.5 Tolerating default in payment does not eliminate its consequences and does not establish any legal obligation for other or future contracts. The customer is not entitled to block cheques or bills of exchange because they may not yet have received the invoice.

§ 10 Place of Performance and Place of Jurisdiction

The exclusive place of performance is 88524 Uttenweiler-Dentingen. For all obligations arising from the contract, including matters relating to cheques and bills of exchange, the place of jurisdiction for registered merchants is 88499 Riedlingen or 88214 Ravensburg.

§ 11 Miscellaneous

11.2 The above provisions shall remain fully effective in all other respects even if individual provisions are legally invalid. Invalid provisions shall be replaced in such a way that they come as close as possible to the purpose of the contract, current legislation and the economic success of the invalid provision.

11.1 The law of the Federal Republic of Germany shall apply; the application of the UN Convention on Contracts for the International Sale of Goods is excluded.

Uhlmann Sonnenschirme GmbH & Co. KG
Langer Rain 5
88524 Uttenweiler-Dentingen
Version 0.10 — 04/2018