Ultrafilter GmbH · Terms of Sale and Delivery
1.1 Our terms of sale apply exclusively; we do not recognise any terms of the purchaser that conflict with or deviate from our terms of sale unless we have expressly agreed to their validity in writing. Our terms of sale also apply if we carry out delivery to the purchaser without reservation in the knowledge of conflicting or deviating terms of the purchaser. They are deemed accepted at the latest upon receipt of the goods or services.
1.2 Our terms of sale also apply to all future business with the purchaser, including offers, consultancy and other ancillary services.
1.3 Technical and operational information on weight, dimensions and other performance and consumption data in our projects, drawings and publications serves general information purposes only, unless reference is made to it in the offer or our order confirmation; such information does not constitute a guarantee of characteristics. We reserve ownership and copyright in cost estimates, drawings and other documents. They may only be made accessible to third parties with our consent.
1.4 If, after submission of the offer, changes to the contractual obligations arise due to new or amended legal provisions or new requirements of authorities and testing bodies, the contract shall be adjusted taking into account the interests of both parties.
1.5 Subsequent amendments and additions to a contract require written form to be effective.
1.6 Consumers within the meaning of these terms are natural or legal persons with whom a business relationship is entered into and to whom no commercial or self-employed professional activity can be attributed. Entrepreneurs within the meaning of these terms are natural or legal persons or partnerships with legal capacity with whom a business relationship is entered into and who act in the exercise of a commercial or self-employed professional activity. Purchasers within the meaning of these terms are both consumers and entrepreneurs.
2.1 Our offers are non-binding unless otherwise stated in the order confirmation. Our prices apply, subject to change, for 6 weeks after submission of the offer until revoked. Due to the development of steel prices (raw-material prices), we must expressly reserve the right to change prices. The contract is generally concluded only upon our order confirmation. The price stated in our order confirmation always applies.
3.2 Unless otherwise stated in the order confirmation, prices are calculated EXW (Ex Works) in EUR. They do not include packaging, freight, insurance or other ancillary costs (storage, third-party inspection). Value-added tax at the statutory rate applicable on the date of invoicing is added. Freight and packaging generally amount to 2% of the list price (unless otherwise offered).
3.3 The deduction of a cash discount requires a specific written agreement.
3.4 Unless otherwise agreed, payments are to be made without any deduction within 30 days, free to our bank account.
3.5 Services and spare parts are due for payment immediately upon invoicing.
3.6 In the event of default of payment, or if our claims are jeopardised by a deterioration in the purchaser's creditworthiness, we are entitled to declare our claims due or to demand securities. We are also entitled to carry out outstanding deliveries and services only against advance payment or the provision of securities.
3.7 We reserve the right to adjust our prices appropriately if cost reductions or cost increases occur after conclusion of the contract, in particular due to collective wage agreements or changes in material prices, and more than 6 months have passed between conclusion of the contract and fulfilment of our principal contractual obligation. We will provide the purchaser with evidence of the changed costs on request.
3.8 The purchaser is entitled to a right of retention and a right of set-off only insofar as the counterclaims are undisputed or have been finally established by a court of law and the claims are based on the same contractual relationship.
4.1 The delivery period begins on the date of the order confirmation, but not before receipt and clarification of all necessary technical questions and documents. Compliance with the delivery period presupposes the fulfilment of the purchaser's contractual obligations, in particular the timely receipt of payments due. This also includes the provision of all documents and approvals to be procured by the purchaser, any approval of drawings, the punctual receipt of any agreed down payment, and the punctual provision of any agreed payment security. A further prerequisite is the timely provision by the purchaser of construction and assembly preliminary work, in particular the provision of electricity, gas, water and necessary auxiliary personnel free of charge to us. The purchaser's order is deemed accepted only when all technical and commercial questions have been clarified and, where necessary, technical drawings/documentation have been approved by the purchaser. The delivery period in particular is calculated from this point in time.
4.2 The agreed delivery dates are also deemed to have been met upon notification of readiness for dispatch if the delivery items cannot be dispatched on time through no fault of ours.
4.3 We are entitled to make and invoice partial deliveries.
4.4 If we are prevented from fulfilling our obligations by the occurrence of force majeure affecting us or our suppliers or subcontractors, which we could not avert even with the care reasonable under the circumstances, we shall be released from our contractual obligations for the duration of the disruption and to the extent of its effect. Force majeure includes in particular armed conflicts, civil unrest, acts of authorities, forces of nature, accidents, unforeseeable operational disruptions, delivery delays or failures by our suppliers, shortages of labour, energy or raw materials, strikes, lockouts and traffic disruptions. If the event constituting force majeure lasts longer than 6 months, each contracting party is entitled to withdraw from the contract to the exclusion of all further claims.
4.5 If we are in default and the purchaser suffers damage as a result, the purchaser is entitled to demand default compensation. This amounts to 0.5% for each full week of default, but in total no more than 5% of the value of that part of the contractual object which cannot be used on time or in accordance with the contract as a result of the default. If we remain in default after the above maximum default compensation has been reached, the purchaser may withdraw from the contract after expiry of a reasonable grace period set by him in writing; the same applies if delivery or performance becomes impossible for reasons for which we are responsible.
4.6 A right of withdrawal to which the purchaser or we are entitled under sections 4.4 or 4.5 extends in principle only to the part of the contract not yet fulfilled. Further rights of the purchaser arising from default, in particular claims for damages, are excluded. This exclusion of liability does not apply in the event of intent or gross negligence on the part of legal representatives or executive employees.
5.1 If there is a defect in the delivered item for which we are responsible and the purchaser is an entrepreneur, we are entitled, at our discretion, to remedy the defect or to make a replacement delivery. In the event of remedying the defect, we are obliged to bear all expenses necessary for the purpose of remedying the defect, in particular transport, travel, labour and material costs, up to the amount of the purchase price, insofar as these are not increased by the purchased item having been taken to a place other than the place of performance.
5.2 If the purchaser is a consumer, he initially has the choice of whether subsequent performance is to be effected by rectification or replacement delivery. However, we are entitled to refuse the type of subsequent performance chosen if it is only possible at disproportionate cost and the other type of subsequent performance does not entail significant disadvantages for the consumer.
5.3 If subsequent performance fails, the purchaser may in principle, at his discretion, demand a reduction of the remuneration (abatement) or rescission of the contract (withdrawal). In the case of only a minor breach of contract, in particular only minor defects, the purchaser is not entitled to withdraw from the contract.
5.4 Entrepreneurs must notify us in writing of obvious defects within 2 weeks of receipt of the delivered item; otherwise the assertion of warranty claims is excluded. Timely dispatch suffices to meet the deadline.
5.5 Consumers must inform us in writing of obvious defects within a period of 2 months from the point in time at which the condition of the delivered item contrary to the contract was established. Receipt of the notification of defects by us is decisive for meeting the deadline. If the consumer fails to provide this information, the warranty claims expire two months after the defect was established. The burden of proof for the time at which the defect was established lies with the consumer. In the case of used goods, the burden of proof for the defectiveness of the item lies with the consumer.
5.6 For entrepreneurs, the warranty period is one year from delivery of the item. For consumers, it is two years from delivery of the item. For used items, any warranty is excluded unless the purchaser is a consumer, in which case the warranty period is one year from delivery of the item. This does not apply if the purchaser has not notified the defect in good time (sections 5.4 and 5.5).
5.7 If, on account of a defect of title or material defect after failed subsequent performance, the purchaser chooses to withdraw from the contract, he is not additionally entitled to a claim for damages on account of the defect. If, after failed subsequent performance, the purchaser chooses damages, the goods remain with the purchaser if this is reasonable for him. The damages are limited to the difference between the purchase price and the value of the defective item.
5.8 Beyond this, we are liable in accordance with the statutory provisions only if the purchaser asserts claims for damages based on intent or gross negligence, including intent or gross negligence of our representatives or vicarious agents. Insofar as we are not accused of intentional breach of contract, liability for damages is limited to the foreseeable damage typically occurring.
5.9 We are liable in accordance with the statutory provisions if we culpably breach a material contractual obligation. In this case, liability for damages is limited to the foreseeable damage typically occurring.
5.10 In all other respects, liability for damages is excluded; in particular, we are not liable for damage that has not occurred to the delivered item itself.
5.11 The product was designed and manufactured in accordance with industry standards and is free from material and workmanship defects. The guarantee ends one year after delivery or readiness for delivery of the product. This also applies if Ultrafilter GmbH has repaired the product or installed spare parts within the one-year guarantee period.
5.12 The guarantee for purchased components included in the scope of delivery is limited to the guarantee granted by the manufacturer, but at least 12 months from delivery or readiness for delivery.
5.13 Any guarantees regarding the service life of the products are void if the products are not used in the manner specified in our operating instructions.
6.1 Any liability for damages beyond that provided for in § 5 is excluded, irrespective of the legal nature of the claim asserted. This applies in particular to claims for damages arising from fault upon conclusion of the contract, positive breach of contract or tort.
6.2 Claims for damages due to impossibility remain unaffected. The same applies insofar as statutory liability provisions are mandatory.
6.3 Insofar as liability for damages against us is excluded or limited, this also applies with regard to the personal liability of our employees and vicarious agents.
6.4 The above limitations of liability do not affect claims of the purchaser arising from product liability or due to injury to life, body or health.
7.1 If the purchaser is an entrepreneur, the risk of accidental loss and accidental deterioration of the purchased item passes to him upon handover to the forwarding agent or carrier, but at the latest when the item leaves the factory, even if partial deliveries are made or we have assumed other services, e.g. dispatch, installation or assembly.
7.2 If the purchaser is a consumer, the risk of accidental loss and accidental deterioration of the purchased item passes to him upon handover of the item.
7.3 The INCOTERMS in the version valid at the time of conclusion of the contract apply to the interpretation of trade clauses.
7.4 The choice of means and routes of transport is left to us. The same applies to the selection of the forwarding agent or carrier.
7.5 Delivery items reported as ready for dispatch must be called off immediately; otherwise we are entitled to store them at the purchaser's expense and risk at our own discretion and to invoice them as delivered.
7.6 In the case of delivery ex works / freight collect, the transport costs and the insurance risk are borne by the recipient. The risk passes to the purchaser when the goods leave our factory or dispatch point.
7.7 Transport damage is only recognised if a damage report by the carrier — duly containing a description of the damage — is available and reported to us within a period of 3 working days. In the event of delays in dispatch for which the purchaser is responsible, the risk passes upon notification of readiness for dispatch.
8.1 In contracts with consumers, we retain title to the purchased item until full payment of the purchase price. In contracts with entrepreneurs, we retain title to the purchased item until full settlement of all claims arising from an ongoing business relationship.
8.2 In the event of conduct by the purchaser in breach of contract, in particular default of payment, we are entitled to withdraw from the contract and then to demand the return of the purchased item.
8.3 The purchaser is obliged to insure the goods subject to retention of title at his own expense against theft, breakage, fire, water and other damage for the duration of his obligations towards us and to provide us with evidence of this on request. He hereby irrevocably assigns to us all his rights under the corresponding insurance contracts until his obligations have been fulfilled in full. We accept the assignment.
8.4 If the purchaser does not fulfil his obligations under the preceding paragraph, we have the right to take out the aforementioned insurance to the extent we deem necessary at the purchaser's expense, with the proviso that the rights under the insurance contracts accrue directly to us.
8.5 In the event of seizure or other interventions by third parties, the purchaser must notify us immediately in writing so that we can assert rights to the purchased items against the third party. Insofar as the third party is not in a position to reimburse our out-of-court and/or court costs, the purchaser is liable to us for these costs.
8.6 The purchaser is obliged to keep the goods subject to retention of title in perfect condition and to have any necessary repairs carried out immediately by specialist companies; he must provide us at any time with information about the goods subject to retention of title, in particular regarding their respective location. We are entitled to enter the location of the goods subject to retention of title at any time; where necessary, the purchaser will provide us or our authorised representatives with access to the location of the goods subject to retention of title at any time. The purchaser may only sell, pledge, assign as security, rent out or otherwise transfer or modify the goods subject to retention of title, or change the location reported to us, with our prior written consent.
8.7 The purchaser is obliged to notify us immediately of any threat to our property.
8.8 If the purchaser breaches the obligations of § 8, we are entitled to declare the entire remaining debt for the goods subject to retention of title immediately due or to demand securities. If the purchaser does not pay the entire remaining debt within 7 days of a corresponding request by us, or does not provide the requested securities within this period, his right to use the goods subject to retention of title expires. We are then entitled to withdraw from the contract and to demand the immediate return of the goods subject to retention of title at the purchaser's expense, to the exclusion of any right of retention. The purchaser already now irrevocably grants us access to the location of the goods subject to retention of title and authorises us to repossess them.
8.9 If the purchaser wishes to resell the purchased item, he already now assigns to us all claims in the amount of the final invoice amount of our claims, including statutory value-added tax, which accrue to him from the resale against his customer or third parties, irrespective of whether the purchased item has been resold without or after processing. We accept the assignment. The purchaser remains authorised to collect this claim even after the assignment. Our authority to collect the claim ourselves remains unaffected. However, we undertake not to collect the claim from the third party as long as the purchaser meets his payment obligations, is not in default of payment and, in particular, no application for the opening of composition or insolvency proceedings has been filed and no suspension of payments exists. If this is the case, we may demand that the purchaser inform us of the assigned claims and their debtors, provide all information necessary for collection, hand over the associated documents and disclose the assignment to his debtors or other third parties.
8.10 Any processing or transformation of the purchased item by the purchaser is always carried out on our behalf. If the purchased item is processed with other items not belonging to us, we acquire co-ownership of the new item in the ratio of the value of the purchased item to the value of the other processed items at the time of processing. The same applies to the item created by processing as to the purchased item delivered under retention of title.
8.11 Insofar as a retention of title is not legally effective to the above extent under the legal system of the purchaser's country, the retention of title recognised there in its most far-reaching form is deemed agreed. If the protection of ownership of the delivered item is not guaranteed in the purchaser's country to the same extent as in Germany, we may demand advance payments or the provision of securities in the amount of the value of the goods. Unless otherwise agreed, securities may only be provided in the form of an irrevocable, confirmed letter of credit or an irrevocable directly enforceable guarantee from a major bank also established in the Federal Republic of Germany.
9.1 The place of performance for our deliveries is Hilden. If we are also to provide services (e.g. assembly), the place of performance for these services is the place where the services are to be provided. For the payment obligation, the place of performance is the paying office stated in our invoice.
10.1 All legal relationships between the purchaser and us are governed exclusively by the law of the Federal Republic of Germany. The provisions of the Vienna UN Convention of 11 April 1980 on Contracts for the International Sale of Goods (CISG) do not apply.
10.2 If the purchaser is a merchant, the place of jurisdiction for all legal disputes, including bill of exchange and cheque proceedings, is Düsseldorf, Federal Republic of Germany. However, we may also sue the purchaser at the courts of his general place of jurisdiction.
10.3 Should individual provisions of the contract with the purchaser, including these General Terms and Conditions, be or become invalid in whole or in part, the validity of the remaining provisions shall not be affected. The wholly or partially invalid provision shall be replaced by a provision whose economic effect comes as close as possible to that of the invalid provision.
11.1 The purchaser may only withdraw from the order with the consent of Ultrafilter GmbH. In the event of the purchaser's withdrawal from the contract, we reserve the right to charge all costs incurred up to that point plus lost profit. For returns of stock goods, we charge 25% storage costs of the net value of the goods. Custom-made and project-specific products are excluded from exchange.
12.1 The purchaser warrants that he is aware of all national and international provisions prohibiting the export of certain goods. The purchaser further warrants that he will not violate such provisions when exporting the goods delivered by Ultrafilter GmbH.
13.1 Should individual provisions be or become invalid, the remaining provisions shall not be affected thereby.