General terms and conditions for Uhrig Kanaltechnik GmbH

Section 1 Scope

(1) These General Terms and Conditions are only applicable to companies and corporate bodies under public law. They do not apply to consumers.

(2) The General Terms and Conditions apply, above all, to all contracts for the sale and/or delivery of our products, regardless of whether the contracts are entered into through our online store (herein “online store”) or in some other way. Unless otherwise agreed, the version of the General Terms and Conditions in effect at the time that the customer places their order, or, in any case, the version last made available to the customer in text format, is deemed the framework agreement, also for comparable future contracts, without this having to be reiterated in each individual case. Other terms and conditions apply to repairs and spare part deliveries.

(3) Only our General Terms and Conditions apply. Any deviating, conflicting or supplementary general terms and conditions of the customer are not applicable unless expressly acknowledged by us, even if, being aware of the existence of such general terms and conditions, we perform deliveries to the customer without reservation. Any ancillary, supplementary or special agreements require our written confirmation.

(4) In case of doubt, any commercial terms are to be interpreted in accordance with the Incoterms® issued by the International Chamber of Commerce (ICC) in Paris, in the version in effect at the time of concluding the contract.

Section 2 Offer and conclusion of the contract

(1) Our offers, including the offers in our online store, are subject to change and non-binding.

(2) Conclusion of a contract through our online store: When a customer places an order in our online store, they are making a binding offer of contract for the purchase of the product(s) selected. The customer can access and change their order at any time until the moment it is dispatched. By checking the box – “I accept your General Terms and Conditions” – the customer accepts these terms of contract, thereby making them part of their purchase offer, which they send to us by clicking on the button “PLACE ORDER”. We can accept the offer within a period of up to five (5) business days after the order was placed.

Upon receiving the offer, we immediately send the customer an automatic email confirming the receipt. This email includes all the details of the order. The automatic receipt confirmation merely serves to confirm that the order has been received. It does not, however, constitute acceptance of the offer. The contract is only entered into upon our written acceptance, which is sent in a separate email (order confirmation).

(3) Other forms of entering into a contract: When a customer places an order, this is deemed a binding offer of contract. Unless a certain acceptance deadline has been expressly agreed, we are entitled to accept orders within two (2) weeks of receipt thereof. Orders are accepted in writing (order confirmation).

(4) The product specifications (e.g. weight, dimensions, utility values, load capacities, tolerances and technical data) provided in catalogues, technical documents (such as drawings, plans, graphics, references to DIN standards), other product descriptions or brochures – also in electronic form – are only approximate, unless exact conformity is required for usability for the contractually intended purpose. These are not guaranteed quality features, but rather descriptions or characteristics of the products delivered. Deviations that are customary in commercial practice and such that result from statutory provisions or technical advancements, and the replacement of components with equivalent parts are permissible, provided that they do not impede the usability for the contractually specified purpose.

(5) The contract is made in German language.

Section 3 Lead time, default of delivery, partial delivery

(1) Any information on deadlines and delivery dates provided by us is non-binding, unless specific lead times for products are expressly stated in our online store, or a transaction for delivery by a fixed date or other specific binding lead times and delivery dates have been agreed in writing. If no lead time is provided or expressly agreed in writing, the lead time is fourteen (14) business days.

The lead times provided in the online store, or the lead times and delivery dates expressly agreed in writing, begin when we send our order confirmation, however not before the customer has taken the required cooperative actions. The agreed delivery date is deemed met if our products have left our warehouse on that date or have been notified as ready for dispatch. . Should we fail to meet an agreed delivery date, we only enter into default of delivery after expiry of a reasonable grace period of no less than two (2) weeks granted by the customer in writing.

(2) We will not enter into default of delivery before all commercial and technical issues between the customer and us have been resolved. Nevertheless, we will not enter into default as long as the customer has not taken the required cooperative actions, such as providing the necessary documents, plans, official certifications and permits, or fulfilling their payment obligations within the deadlines given. If the delivery is delayed as a result of the above circumstances, the agreed lead times and delivery dates are extended accordingly. This does not apply if we are responsible for the delay.

(3) If failure to meet the lead times and delivery dates is attributable to force majeure or other events that were not foreseeable upon conclusion of the contract and for which we are not responsible, the agreed lead times and delivery dates are extended accordingly, even during the delay. The same applies if these situations occur on the part of our suppliers, vendors, or subcontractors. We will notify the customer as soon as a case of force majeure occurs or ends. Should the disruption last more than three (3) months, or if it is clear that it will last more than three (3) months, the parties are each entitled to withdraw from the contract. Each party’s right to terminate the contract for good cause in the event of a prolonged force majeure remains unaffected. Damage incurred as a result of force majeure must not be compensated.

(4) The rights of the customer in accordance with Section 8 of these General Terms and Conditions and our statutory rights, in particular in the event of exclusion of the obligation to perform the contract (e.g. because it is impossible or unreasonable to perform and/or cure it), remain unaffected.

(5) We are entitled to deliver the goods in instalments within the agreed lead times and delivery dates, provided that this is reasonable for the customer.

Section 4 Delivery, transfer of risk, default of acceptance

(1) Unless otherwise agreed, our products are shipped ex works from our warehouse in Geisingen, Germany, which is also the place of performance for the delivery and, if applicable, cure. At the customer’s request and expense, our products can also be sent to a different destination (sale by delivery to a place other than the place of performance). Unless otherwise agreed, we have the right to choose the shipping method (in particular, the shipping company, route, packaging).

(2) The risk of accidental loss or deterioration of the products passes to the customer no later than upon handover. In the case of sale by delivery to a place other than the place of performance, the risk of accidental loss or deterioration of the products as well as the risk of delay already passes to the customer upon handover of the consignment to the shipping company, carrier or other third party engaged to ship the goods. If acceptance after inspection is agreed in an individual case, this governs the transfer of risk. For the rest, the statutory provisions set out in the German law on contracts for work and services (Werkvertragsrecht) apply to an agreed acceptance after inspection. The goods are deemed handed over and accepted if the customer enters into default of acceptance.

(3) In the event of default of acceptance, a violation of cooperative actions, or any other reasons leading to a delay in delivery for which the customer is responsible, we are entitled to receive compensation for the damage incurred as a result, including any additional expenses (e.g. warehouse costs). We reserve the right to make further claims (in particular, reimbursement of additional expenses, appropriate compensation, termination).

Section 5 Prices and terms of payment

(1) Unless otherwise agreed, our prices that are in effect at the time of conclusion of the contract are applicable to the items listed in the order confirmation. Our prices are net prices, quoted in euros ex warehouse exclusive of statutory VAT.

(2) In the case of sale by dispatch, the customer bears the transport costs ex warehouse and the costs of any transport insurance requested by the customer. The customer also bears any toll fees, charges, taxes and other public charges. In the case of a contract concluded through our online store, the shipping fees to be charged to the customer are stated in the order form.

(3) If our list prices change, insofar as the agreed prices are based on our list prices, we are entitled to change the prices within reason, provided that more than four (4) months have passed between conclusion of the contract and delivery.

(4) Unless otherwise agreed, our invoices are payable without any deductions within fourteen (14) days of date of issue and delivery/acceptance of our products.

We are entitled, even in the case of an established, ongoing business relationship, to insist on advance payment before making a delivery in full or in part. In that case, we declare this reservation upon order confirmation at the latest.

(5) Any discount deductions that were not expressly agreed in writing are inadmissible.

(6) In the event of late payments, we charge interest in arrears in the amount of 9 percentage points above the applicable base interest rate in accordance with Section 247 (1) of the German Civil Code (Bürgerliches Gesetzbuch), without sending a payment reminder. We reserve the right to assert further claims for damages.

(7) Any offsetting against counterclaims of the customer or withholding of payments due to such claims is only permissible if the counterclaims are undisputed, or have been legally recognised, or if they arise from the same order under which the delivery in question was performed.

(8) If, after accepting an order, we have doubts as to the customer’s capacity to pay (e.g. owing to an application for the initiation of insolvency proceedings), or if the customer has not paid due invoices, or if a payment deadline has passed, we have the right to refuse performance and – where appropriate, after setting of a grace period – to withdraw from the contract in accordance with the statutory provisions (Section 321 of the German Civil Code). In the case of contracts for non-fungible goods (custom-made items), we may immediately declare our withdrawal; the statutory provisions on the dispensability of setting a grace period remain unaffected.

Section 6 Retention of title

(1) We retain ownership of the products delivered until all payables owed by the customer at the present time or in the future, including all outstanding claims arising from the business relationship, have been paid in full.

(2) Until ownership passes on to the customer, the customer is obliged to handle the products subject to retention of ownership with care.

(3) Provided that the customer is not in default of payment, they may use the products subject to retention of ownership, and process and resell them in the course of regular business operations. The customer may not, however, pledge or transfer by way of security the products subject to retention of ownership. In the event that the products subject to retention of ownership are seized by a third party, or in the event of other interventions of third parties prior to the transfer of ownership, the customer must point out that these products are under our ownership and immediately notify us in writing.

(4) If the customer processes the products subject to retention of ownership, it is agreed that the processing will be carried out on our behalf and for our account as the manufacturer, and that we will acquire direct ownership or – if the processing involves the materials of several owners or the value of the processed article is higher than the value of the products subject to retention of ownership – joint ownership (fractional ownership) of the newly created article in the ratio of the value of the products subject to retention of ownership to the value of the newly created article. In the event that no such acquisition of ownership by us occurs, the customer transfers to us by way of security their future ownership or – in the abovementioned ratio – joint ownership of the newly created article. If the products subject to retention of ownership are combined with other articles to form a unified article or are inseparably mixed, and if one of these other articles is to be regarded as the main article, the customer transfers to us, to the extent that the main article belongs to them, pro-rata joint ownership to the unified article in the ratio stated in the first sentence.

(5) In the event of resale of the products subject to retention of ownership, the customer transfers to us in full by way of security the claims for payment against their buyers arising therefrom; in case of joint ownership to the products subject to retention of ownership, proportionally in accordance with the co-ownership share. The same applies to those claims made by the customer regarding the products subject to retention of ownership arising from some other legal grounds against their buyers or third parties (in particular, claims under tort law, and claims to insurance payouts), including all outstanding current account balances. We accept these assignments.

The customer may collect for us these claims transferred to us for their account on their own behalf, as long as we do not revoke this authority. Our right to collect these claims ourself remains unaffected thereby; however, we will not assert these claims nor revoke the direct debit authority, provided that the customer meets their payment obligations in due manner.

Should the customer, however, violate the contract – in particular, if they are in default of payment of an outstanding payable – we may require that the customer notify us of the assigned claims and the debtors in question, inform the debtors in question of the assignment, and hand over all documents and provide us with all the information we need to assert the claims.

(6) Should the realisable value of the securities exceed our claims by more than 10%, we will release, upon the customer’s request, securities at our own discretion.

(7) If, in the case of delivery abroad, mandatory legal provisions of the country in question do not recognise retention of ownership within the meaning of this section, or if in such countries the modality of retention of ownership set out in this section does not uphold the agreement thereof, or if a retention of ownership rule does not have the same hedging/protective effect as in Germany, the customer hereby grants us a security interest that is equivalent to the retention of ownership set out in this section (e.g. by means of a confirmed irrevocable letter of credit). To this end, the customer is obliged to cooperate with all measures for the purpose of our obtaining this security interest promptly in an effective and enforceable manner.

Section 7 Warranty

(1) The warranty period is twelve (12) months from delivery or, if acceptance after inspection is agreed, from acceptance, provided that the law does not require longer warranty periods.

2) The products delivered must be carefully inspected upon delivery to the customer or to the third party designated by the customer without delay. In terms of obvious defects, the products are deemed approved by the customer if we do not receive a notice of defects in writing within seven (7) business days of delivery. In terms of hidden defects, the products delivered are deemed approved if we do not receive the notice of defects within seven (7) business days of the defect becoming apparent, but no later than twelve (12) months after transfer of risk. Communication about a complaint does not constitute a waiver of the objection of a late, insufficient or unsubstantiated notice of defects.

(3) In case of a timely and substantiated notice of defects, we are obliged and entitled, at our own discretion, to remedy the defect or to deliver a replacement. The customer must allow us enough time and opportunity to perform all repairs or replacement deliveries deemed necessary. Otherwise we are released from the liability for any consequences arising therefrom. In the event of failure, i.e. the impossibility, unreasonableness, refusal or excessive delay of repair or replacement delivery, the customer may withdraw from the contract or demand a reduction of the purchase price.

4) Material defect rights can only arise if our products present a material defect upon transfer of risk. No material defect rights arise in case of unsuitable or improper use, faulty installation or commissioning on the part of the customer or a third party, natural wear and tear, faulty or negligent treatment or handling, disregard of the instructions provided in the manual, and unsuitable equipment, provided that they are not attributable to any fault on our part. Moreover, wear parts are excluded from the warranty.

(5) We are only liable for damage caused by defective products or for consequential damage including downtime within the limits stated in Section 8.

Section 8 Liability

(1) We are liable under the provisions of the German Product Liability Act (Produkthaftungsgesetz) and in cases in which an inability to perform or impossibility of performance is attributable to us. Further, we are liable in cases of express assumption of a guarantee, for intentional or grossly negligent breach of contract, and for injuries to life, limb and health that are attributable to us. We are only liable for property damage and financial loss caused by slight negligence in case of breaches of essential contractual duties (so-called cardinal duties), i.e. duties that are a precondition of proper performance of the contract and on which the customer relies; however, limited to the foreseeable damage typical for the contract. Our liability is excluded in all other cases.

(2) To the extent that our liability is excluded or limited on the basis of the above provisions, the same applies to the personal liability of our employees, workers, legal representatives and vicarious agents.

Section 9 Secrecy, intellectual property

(1) The customer is obliged to keep in strict confidence all business, operational, and technical information they became or will become aware of within the context of the delivery (in particular, business secrets, products and knowhow, as well as all information and documents labeled confidential or whose confidentiality becomes apparent in the context), as well as the content of the contract with the customer, even after the end of the contractual relationship, provided and to the extent that this information is not verifiably public knowledge or publicly accessible upon its communication, it becomes public knowledge or publicly known through no fault of the customer, it was developed by the customer without drawing on the information received from us, or its disclosure is required owing to a binding official order or court order or mandatory legal provisions.

(2) Further, the customer must take all suitable measures to protect the abovementioned information from unauthorised access, unauthorised disclosure, reproduction, transfer and other unauthorised use.

(3) We reserve all intellectual property rights relating to our products. This also applies, in particular, in the event that, upon the customer’s request, there are special versions of our products that deviate from the standard design.

Section 10 Compliance with the applicable laws

Above all, the client warrants that they will comply with national anti-corruption and anti-trust laws, the relevant export control and foreign trade laws, as well as with any applicable embargo regulations and sanction provisions.

Section 11 Privacy notice

We inform the customer that we collect, process and use the customer’s personal data that we receive in connection with the business relationship, to the extent that it is necessary for the performance of the contract and permissible within the scope of the European General Data Protection Regulation (GDPR). The lawfulness of the processing of the data is based on Article 6 (1) (b) GDPR. Further information on the processing of personal data can be found in our privacy notice (Quick-Lock Shop – Privacy Notice (

Section 12 Choice of law and venue

(1) These General Terms and Conditions and the contractual relationship between us and the customer are governed exclusively by the laws of the Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).

(2) The venue and place of performance for all disputes directly or indirectly arising from the contractual relationship is our place of business in 78187 Geisingen (Federal Republic of Germany). However, we are also entitled in all cases to bring an action at the customer’s legal domicile. Overriding statutory provisions, in particular regarding exclusive responsibilities, remain unaffected.

Section 13 Primacy of the German-language GTC (Allgemeine Geschäftsbedingungen)

These General Terms and Conditions can be found on our website in several languages. We expressly point out that only the German-language version of the General Terms and Conditions has authority in terms of legal effect. . The primacy of the German-language General Terms and Conditions is especially critical in the event of differences between the various versions and in any other cases of doubt.

Section 14 Severability clause

Should one or more provisions in these General Terms and Conditions be invalid or unenforceable, the effectiveness of the remaining provisions is unaffected thereby. . An invalid or unenforceable provision must be replaced by a provision that is closest to the regulatory objectives pursued by the invalid or unenforceable provision. The same applies to any gaps in the contract.

As of: January 2023

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