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WOLFF GmbH & Co.KG
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Uzin Utz Tools GmbH & Co.KG


General Conditions of Sale for Entrepreneurs (AVB)

 

General Terms and Conditions (AGB) for commercial transactions


1. scope of application
(1) All deliveries, services and offers of Uzin Utz Tools GmbH & Co. KG (hereinafter referred to as "Uzin Utz Tools") shall be based exclusively on these General Terms and Conditions of Business ("GTC"). These form an integral part of all contracts which Uzin Utz Tools concludes with its contractual partners (hereinafter referred to as "customers") for the deliveries or services offered by it. They also apply to all future business with the customer, even if they are not agreed upon again separately. 

(2) These General Terms and Conditions shall only apply to companies within the meaning of § 14 BGB (German Civil Code). 

(3) Unless otherwise individually agreed in writing, these GTC shall apply exclusively to all legal transactions. The customer acknowledges them by placing an order or accepting delivery. Deviating conditions or counter-confirmations by the customer which have not been expressly acknowledged by Uzin Utz Tools in writing are not binding, even if Uzin Utz Tools does not expressly object to them. 


2. advice
(1) As product and service-related advice, the advice provided by Uzin Utz Tools extends exclusively to the products and services created by Uzin Utz Tools.

(2) Uzin Utz Tools will only provide further advice to the customer if this is expressly requested. Failure to make statements does not constitute advice.


3. offer and conclusion of contract
(1) Letters of offer from Uzin Utz Tools are subject to change and non-binding, unless they are expressly marked as binding or contain a specific acceptance period. Letters of offer from Uzin Utz Tools are therefore generally deemed to be a request to submit an offer and only become binding upon written confirmation of the same by Uzin Utz Tools.

(2) Information contained in brochures, catalogs and technical documents is not binding; in particular, it does not release the customer from the obligation to carry out his own checks.

(3) Information provided by Uzin Utz Tools concerning the subject matter of the delivery or service (e.g. weights, dimensions, utility values, load-bearing capacity, tolerances and technical data) as well as representations thereof (e.g. drawings and illustrations) are only approximate unless the usability for the contractually intended purpose presupposes exact conformity. They are not guaranteed characteristics of quality, but descriptions or identifications of the delivery or service. Deviations that are customary in the trade and deviations that are based on legal regulations or represent technical improvements are permissible, provided they do not impair the usability for the contractually intended purpose.

(4) In principle, the order placed by the Customer represents the offer to conclude the contract. The order must contain all information relevant to the execution of the order. Missing, incorrect or incomplete information shall be deemed to be expressly not agreed and shall not constitute any obligations on the part of Uzin Utz Tools with regard to claims for performance, warranty or damages.

(5) Orders shall be placed in writing, but may also be transmitted by telephone or otherwise electronically at the risk of the customer. 

(6) Uzin Utz Tools shall accept the order within 10 working days of receipt of the order by means of an order confirmation, unless a different acceptance period is provided for. 

(7) Upon confirmation of the order by Uzin Utz Tools, the contract, even if its content differs from that of the order, shall be deemed to have been concluded with the content of the confirmation, unless the customer objects to the order confirmation immediately.

(8) Supplements and amendments to the agreements made, including these General Terms and Conditions of Sale, must be made in writing in order to be effective. With the exception of managing directors or authorized signatories, the employees of Uzin Utz Tools are not entitled to make oral agreements deviating from these terms and conditions. Transmission by telefax shall suffice for the requirement of the written form.
 

4. contract manufacturing
(1) If the goods are to be manufactured according to drawings, samples or other information provided by the customer, the customer is responsible for ensuring that the rights of third parties, in particular patents, utility models, other industrial property rights and copyrights are not infringed. The customer shall indemnify Uzin Utz Tools against any third-party claims arising from any infringement of such rights. In addition, the customer shall assume all costs incurred by us as a result of third parties asserting the infringement of such rights and Uzin Utz Tools defending itself against such claims.

(2) Should results, solutions or techniques emerge in the course of development work which are capable of being protected in any way, Uzin Utz Tools shall be the sole owner of the resulting property rights, copyrights and rights of use, and Uzin Utz Tools reserves the right to apply for the corresponding property rights in its own name and in its own name.


5. changes
(1) If the customer wishes changes to the object of delivery or service after conclusion of the contract, a separate contractual agreement is required for this.

(2) If the customer withdraws an order placed before conclusion of the contract, Uzin Utz Tools shall be entitled, without prejudice to the possibility of claiming higher actual damages, to charge 10% of the delivery or service price for the costs incurred in processing the order and for lost profits. The customer reserves the right to provide evidence of lower damages.

(3) In the event of amicable changes to the subject of the order, delivery or service periods or dates shall be agreed anew. 
 

6. delivery and delivery time
(1) Deliveries shall be made "ex works" in accordance with clause EXW of INCOTERMS 2010.

(2) If Uzin Utz Tools promises deadlines and dates for deliveries and services, these shall always apply only approximately, unless a fixed deadline or date has been expressly promised or agreed. If dispatch has been agreed, delivery periods and dates shall refer to the time of handover to the forwarder, carrier or other third party commissioned with the transport.

(3) The customer shall be entitled to withdraw from the contract if Uzin Utz Tools is responsible for not meeting a fixed delivery date and a reasonable period of grace has expired without success.

(4) In the case of mail order purchases with a net value of goods of € 300.00 or more, delivery within the Federal Republic of Germany shall be free of charge.

(5) Orders on call are only accepted with acceptance deadlines. If the acceptance period is not precisely specified, it shall end 12 months after conclusion of the contract. The goods are to be accepted in approximately equal monthly quantities. If acceptance is not effected within the agreed period, Uzin Utz Tools shall be free to deliver completed deliveries without further notice or to store them at the expense of the customer. In addition, Uzin Utz Tools shall be entitled to set the customer a period of grace for acceptance in connection with the threat that we will refuse acceptance of the goods in the event of the fruitless expiry of this period. If the period of grace then expires without result, Uzin Utz Tools may withdraw from the contract in whole or in part by terminating the delivery obligation or, by refusing delivery, demand compensation for non-performance.

(6) Uzin Utz Tools is entitled to provide the agreed delivery or service before the agreed time. Partial deliveries or services are permissible if
a) the partial delivery is usable for the customer within the scope of the contractual purpose,
b) the delivery of the remaining ordered goods is ensured and
c) the customer does not incur any significant additional expenditure or additional costs as a result of this (unless Uzin Utz Tools declares itself willing to assume these costs). Partial deliveries can be invoiced separately.


7. default of acceptance
(1) If the customer does not accept the goods on a permissible/agreed delivery date or at the end of the agreed delivery period due to a circumstance for which he is responsible, Uzin Utz Tools may charge storage costs of 0.5% for each month or part thereof, but not more than a total of 5% of the price of the goods or services. The contracting parties shall be free to prove higher or lower storage costs. Uzin Utz Tools is entitled to determine a suitable place of storage at the expense and risk of the customer and to insure the goods or services.
(2) If Uzin Utz Tools is entitled to claim damages in lieu of performance, Uzin Utz Tools may, without prejudice to the possibility of claiming higher actual damages, claim 15% of the price as damages. The customer shall have the right to prove that the actual damage is less. 
 

8. force majeure
(1) Uzin Utz Tools shall not be liable for the impossibility of delivery or for delays in delivery in so far as these are caused by force majeure or other events which were not foreseeable at the time of conclusion of the contract (e.g. operational disruptions of all kinds, difficulties in procuring materials or energy, transport delays, strikes, lawful lock-outs, shortages of energy or raw materials, official measures or the failure of suppliers to deliver, or to deliver correctly or on time) for which Uzin Utz Tools is not responsible. If such events make it considerably more difficult or impossible for Uzin Utz Tools to deliver or perform and the hindrance is not only of a temporary nature, Uzin Utz Tools shall be entitled to withdraw from the contract. In the event of impediments of a temporary nature, the delivery or performance periods or dates shall be extended or postponed by the period of the impediment plus a reasonable start-up period. 

(2) If the customer cannot reasonably be expected to accept the delivery or service as a result of the delay, it may withdraw from the contract by means of an immediate written declaration to Uzin Utz Tools.

(3) If Uzin Utz Tools is able to foresee that the goods cannot be delivered within the delivery period, the customer will be informed immediately in writing, the reasons for this will be communicated to the customer and, if possible, the expected delivery date will be stated.


9. terms of payment
(1) Unless otherwise agreed, the agreed prices are in EURO ex works plus the statutory value added tax, customs, freight, packaging and transport insurance costs. Import and export duties are charged separately. Uzin Utz Tools will only insure the goods to be shipped at the request and expense of the customer.


(2) Invoice amounts are to be paid immediately without any deductions. The date of receipt by Uzin Utz Tools shall be decisive for the date of payment. In the event of non-payment, the customer shall be in default without further reminder. Discounts and rebates will only be granted by separate agreement.

(3) Uzin Utz Tools expressly reserves the right to accept bills of exchange or cheques. Bills of exchange and cheques are accepted subject to the consent of Uzin Utz Tools only on account of performance and are only deemed to be payment after they have been credited without reservation. Discount charges and bill of exchange costs will be borne by the customer.

(4) If there are several outstanding claims of Uzin Utz Tools against the customer and if payments by the customer are not made in respect of a specific claim, Uzin Utz Tools is entitled to determine which of the outstanding claims has been paid.

(5) In the event of default, deferment of payment or partial payment, Uzin Utz Tools shall be entitled to demand interest on arrears at a rate of 9 percentage points above the respective prime rate and to withhold further services until all due invoices have been settled. Uzin Utz Tools reserves the right to prove higher damages.

(6) In the event of justified doubts as to the customer's ability to pay or creditworthiness, e.g. in the event of late payment, slow payment, etc., Uzin Utz Tools shall be entitled to demand advance payment or suitable security for the performance to be rendered by the customer. If the customer is not prepared to do so, Uzin Utz Tools is entitled to withdraw from the contract after a reasonable period of grace and to demand compensation for damages due to non-fulfilment. 

(7) Offsetting against counterclaims or the retention of payments on account of such claims by the customer is only permissible insofar as the counterclaims are undisputed or have been declared final and absolute.

(8) Granted terms of payment shall lapse and outstanding claims shall become due for payment immediately if an application is made for the opening of insolvency proceedings against the assets of the Customer, if the Customer has made incorrect statements about his creditworthiness or if there are other justified doubts about the solvency or creditworthiness of the Customer.

(9) Insofar as VAT is not included in the invoicing of Uzin Utz Tools on the basis of information provided by the customer (e.g. in the case of "intra-Community deliveries" within the meaning of Section 4 No. 1b in conjunction with Section 6a of the German VAT Act) and Uzin Utz Tools is subsequently charged VAT (Section 6a IV of the German VAT Act), the customer shall be obliged to pay the corresponding amount to Uzin Utz Tools. This obligation exists irrespective of whether Uzin Utz Tools has to pay VAT, import VAT or comparable taxes in Germany or abroad.
 

10. place of performance, transfer of risk, packaging
(1) The place of performance for the services ordered is the registered office of Uzin Utz Tools or the external and/or forwarding warehouse where the goods are made available. Unless otherwise agreed, the customer shall collect the goods from the place of business after notification of readiness. The place of performance and fulfilment of the contractual obligations owed by the customer is always the registered office of the commercial branch of Uzin Utz Tools.

(2) The risk of destruction, loss or damage to the goods shall pass to the customer upon notification that the goods are ready for collection.

(3) Insofar as dispatch has been agreed, the risk shall pass to the customer upon dispatch of the goods or their handover to the commissioned transport company.

(4) Packaging and loading aids, such as pallets, will only be provided by Uzin Utz Tools for transport purposes. They must be returned in undamaged condition and carriage paid within 30 days of the actual delivery date to the registered office of the commercial branch or to an external and/or forwarding warehouse at the discretion of Uzin Utz Tools. If this is not done, Uzin Utz Tools shall be entitled to invoice a daily flat-rate usage fee of EUR 0.50 plus statutory VAT per piece of packaging and/or loading aids provided from the 31st day after delivery. However, the total usage fee to be paid shall in no case exceed EUR 25 plus statutory VAT. Non-returnable packaging must be disposed of by the customer in accordance with the regulations. 

(5) Additional costs for a more urgent mode of shipment requested by the customer shall be borne by the customer. This also applies if it was agreed in individual cases that Uzin Utz Tools would bear the freight costs.


11. obligation to inspect and give notice of defects
(1) The delivered items must be carefully examined immediately after delivery to the customer or to the third party designated by the customer. 

(2) In the event of damage or loss of the goods in transit, an assessment of the situation should be arranged for immediately and Uzin Utz Tools should be notified thereof. Claims arising from any transport damage must be made to the carrier by the customer without delay.

(3) The goods supplied shall be deemed to have been delivered in accordance with the contract if Uzin Utz Tools does not receive a written complaint in respect of obvious defects or other defects which were recognisable in an immediate, careful inspection within seven working days of delivery of the goods, otherwise within seven working days of discovery of the defect or at any earlier point in time at which the defect was recognisable by the customer in the normal use of the goods without closer inspection.

(4) At the request of Uzin Utz Tools, the rejected delivery item must be returned to Uzin Utz Tools carriage paid. After consultation with Uzin Utz Tools as to the most favourable method of dispatch, Uzin Utz Tools will reimburse the costs in the event of a justified complaint; this shall not apply if the costs increase because the object of the delivery is located at a place other than the place of use as intended.
 

12. material defects and defects of title
(1) Insofar as there is a defect in goods or services supplied by Uzin Utz Tools, Uzin Utz Tools shall be entitled to choose whether to rectify the defect, supply a replacement or issue a credit note. Uzin Utz Tools reserves the right to make two attempts at rectification. In the event of failure, i.e. the impossibility, unreasonableness, refusal or unreasonable delay in rectification or replacement delivery, the customer may withdraw from the contract or reduce the purchase price accordingly.

(2) After consultation with Uzin Utz Tools, the customer may also carry out the rectification of defects. Claims by the customer for expenses incurred for the purpose of subsequent performance, in particular transport, travel, labour and material costs, are excluded if the expenses increase because the goods have subsequently been taken to a location other than the customer's branch.

(3) Uzin Utz Tools warrants in accordance with this Section 11 that the object of delivery is free from industrial property rights or copyrights of third parties. Each contracting party shall notify the other contracting party in writing without delay if claims are asserted against it on account of the infringement of such rights.

(4) In the event that the object of delivery infringes a third party's industrial property right or copyright, Uzin Utz Tools shall, at its own discretion and at its own expense, either modify or replace the object of delivery in such a way that the rights of third parties are no longer infringed, but the object of delivery continues to fulfil the contractually agreed functions, or obtain the right of use for the customer by concluding a licence agreement. If Uzin Utz Tools does not succeed in doing so within a reasonable period of time, the customer shall be entitled to withdraw from the contract or to reduce the purchase price accordingly. Any claims for damages on the part of the customer are subject to the restrictions set out in Section 12 of these General Terms and Conditions.

(5) In the event of infringements of rights by products of other manufacturers supplied by Uzin Utz Tools, Uzin Utz Tools shall, at its discretion, either assert its claims against the manufacturers and suppliers for the account of the customer or assign such claims to the customer. In such cases, claims against Uzin Utz Tools shall only exist in accordance with the provisions of this Section 11 if the legal enforcement of the above-mentioned claims against the manufacturers and suppliers has been unsuccessful or, for example due to insolvency, is futile.

(6) The warranty for material defects and defects of title shall not apply if the customer modifies the delivery item or has it modified by third parties without the consent of Uzin Utz Tools and the remedying of the defect is thereby rendered impossible or unreasonably difficult. In any case, the customer must bear the additional costs of remedying the defect arising from the modification. 

(7) A delivery of used objects agreed with the customer in individual cases is made under exclusion of any warranty for material defects and defects of title.
 

13. liability
(1) The liability of Uzin Utz Tools for compensation for damages, irrespective of the legal grounds, in particular for impossibility, delay, defective or incorrect delivery, breach of contract, breach of obligations during contractual negotiations and tort, shall be limited in accordance with clause 12, insofar as fault is involved.

(2) The limitations of this Section 12 shall not apply to the liability of Uzin Utz Tools for wilful conduct, for guaranteed characteristics, for injury to life, body or health or under the Product Liability Act.

(3) Uzin Utz Tools shall not be liable in the event of simple negligence on the part of its executive bodies, legal representatives, employees or other vicarious agents, insofar as this does not constitute a breach of material contractual obligations. Essential contractual obligations include the obligation to deliver the object of delivery on time, its freedom from defects of title and such material defects which impair its functionality or suitability for use more than just insignificantly, as well as obligations to provide advice, protection and care, which are intended to enable the customer to use the object of delivery in accordance with the contract or which are intended to protect the life or limb of the customer's personnel or to protect the customer's property from considerable damage.

(4) Insofar as Uzin Utz Tools is liable for damages on the merits pursuant to the above paragraph, this liability shall be limited to damages which Uzin Utz Tools foresaw at the time of conclusion of the contract as a possible consequence of a breach of contract or which should have been foreseen when exercising due care. Indirect damage and consequential damage resulting from defects in the delivery item shall only be eligible for compensation if such damage is typically to be expected when the delivery item is used for its intended purpose.

(5) In the event of liability for simple negligence, the obligation of Uzin Utz Tools to pay compensation for material damage and resulting further financial losses shall be limited to an amount of EUR 15 million per case of damage (corresponding to the current cover sum of its product liability insurance or liability insurance), even if this involves a breach of material contractual obligations.

(6) The above exclusions and limitations of liability shall apply to the same extent in favour of the organs, legal representatives, employees and other vicarious agents of Uzin Utz Tools.

(7) Insofar as Uzin Utz Tools provides technical information or acts in an advisory capacity and this information or advice is not part of the contractually agreed scope of services owed by it, this shall be done free of charge and to the exclusion of any liability.

(8) If the customer asserts recourse against Uzin Utz Tools due to claims by third parties, Uzin Utz Tools shall not be liable insofar as the customer has effectively limited its liability vis-à-vis its own customers. The liability of Uzin Utz Tools for recourse claims is excluded to the extent that these exceed the statutory claims for defects and damages on the basis of an agreement concluded between the customer and his buyer.

(9) The customer is obliged to notify Uzin Utz Tools immediately in writing of any claims asserted by third parties and to reserve all defensive measures and settlement negotiations for Uzin Utz Tools.


14. statute of limitations
(1) In the cases of §§ 438 para. 1 No. 2, 479 and 634 a para. 1 No. 2 BGB (German Civil Code) as well as in the case of intent, fraudulent concealment of a defect, claims for damages due to personal injury or freedom of a person, claims arising from the Product Liability Act and grossly negligent breach of duty, the statutory limitation periods shall apply to the Customer's claims. This also applies to regress claims in accordance with §§ 445a, 445b BGB, if the last contract in the supply chain is a consumer goods purchase. In all other respects, the period of limitation for claims and rights due to defects in the products, services and works of Uzin Utz and the resulting damages is one year.

(2) Measures of subsequent performance shall neither suspend the limitation period applicable to the original performance of services nor shall they cause the limitation period to start anew.
 

15. retention of title
(1) The following provisions serve to secure all existing current and future claims of Uzin Utz Tools against the customer arising from the business relationship between them. 

(2) The goods delivered by Uzin Utz Tools to the customer shall remain the property of Uzin Utz Tools until all secured claims have been paid in full. The Goods
as well as the goods which take their place according to the following provisions and which are covered by the reservation of title shall hereinafter be referred to as "reserved goods".

(3) The customer shall store the goods subject to retention of title free of charge for Uzin Utz Tools.

(4) The customer shall be entitled to use and sell the goods subject to retention of title in the ordinary course of business until such time as they are realised. Pledging and transfer of ownership by way of security are not permitted.

(5) In the event that the reserved goods are resold, the customer hereby assigns to Uzin Utz Tools any claims against the purchaser arising from such resale. The same shall apply to other claims which take the place of the goods subject to retention of title or otherwise arise with regard to the goods subject to retention of title, such as insurance claims or claims arising from unauthorised action in the event of loss or destruction. Uzin Utz Tools revocably authorises the customer to collect the claims assigned to Uzin Utz Tools in its own name. Uzin Utz Tools may only revoke this direct debit authorization in the event of exploitation.

(6) If third parties access the goods subject to retention of title, in particular by way of execution, the customer will immediately inform them of the ownership of Uzin Utz Tools and inform Uzin Utz Tools of this in order to enable it to enforce its ownership rights. At the request of Uzin Utz Tools, the customer must provide all necessary information on the existence of the goods subject to retention of title and on the claims assigned to Uzin Utz Tools and must inform his customers of the assignment. The customer shall support Uzin Utz Tools in all measures which are necessary to protect the property of Uzin Utz Tools in the goods subject to retention of title and shall bear the resulting costs.

(7) Uzin Utz Tools shall release the goods subject to retention of title as well as the items or claims taking their place if their value exceeds the amount of the secured claims by more than 20%. Uzin Utz Tools shall be free to select the items to be released thereafter.

(8) If Uzin Utz Tools withdraws from the contract in the event of conduct on the part of the customer in breach of the contract - in particular default of payment - (case of realisation), Uzin Utz Tools shall be entitled to demand the return of the goods subject to retention of title.

(9) The right of the customer to dispose of the goods which are subject to Uzin Utz Tools' reservation of title and to collect the claims assigned to Uzin Utz Tools shall lapse as soon as the customer no longer meets its payment obligations and/or an application is made for the opening of insolvency proceedings. In these aforementioned cases and in the event of any other conduct on the part of the customer which is in breach of the contract, Uzin Utz Tools shall be entitled to take back the goods delivered under the reservation of title without the need for a reminder.


16. secrecy
(1) The customer undertakes to treat all aspects of the business relationship worthy of protection as confidential. 

(2) Duplication of the documents provided to the customer is only permitted within the scope of operational requirements and copyright regulations. 
 

17. supplementary regulations for machines with WOLFF-IMM
(1) Machines with WOLFF-IMM modules are equipped with a radio module. This module records the intensity of use, duration of use and location data and sends these at regular intervals to Uzin Utz Tools.

(2) The customer declares that he tolerates the use of the data by Uzin Utz Tools as well as the other companies belonging to the Uzin Utz Group. The data will be used to improve customer service, to check maintenance intervals and to verify warranty claims in the event of defects. In the event of theft, the data may also be passed on to law enforcement agencies and insurance companies.

(3) Personal data is not collected by the module. The data is assigned to an individual machine in a separately secured database.

(4) The customer must inform Uzin Utz Tools of any resale of the machine and inform the purchaser of the existence and function of the module.


18. final provisions
(1) The business relations with the customer shall be governed exclusively by the law of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (CISG).

(2) Should individual parts of these General Terms and Conditions be invalid for commercial transactions, the validity of the remaining provisions shall not be affected. The contractual partners shall endeavour to reach an individual agreement on an effective clause that comes closest to the economic purpose and legal sense of the original wording, taking into account the interests of both parties.

(3) If the customer is a merchant within the meaning of the German Commercial Code, a legal entity under public law or a special fund under public law, the exclusive - also international - place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship is the registered office of Uzin Utz Tools in Ilsfeld. The same shall apply if the customer is an entrepreneur in accordance with § 14 BGB. In all cases, however, we are also entitled to bring an action at the place of performance of the delivery obligation in accordance with these General Terms and Conditions or a prior individual agreement or at the customer's general place of jurisdiction. Prior-ranking legal regulations, in particular regarding exclusive jurisdiction, remain unaffected.

Uzin Utz Tools GmbH & Co. KG | Ungerhalde 1 | D-74360 Ilsfeld Status: 01.07.2020

WOLFF GmbH & Co.KG

Germany

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