General Terms and Conditions (GTC)

UMETA Germany GmbH & Co. KG, Bielefeld
Effective: July 2024

1. Scope of Application

All deliveries, services and offers of the supplier are made exclusively on the basis of these General Terms and Conditions of Sale and Delivery.

• They form part of all contracts concluded with customers regarding the supplier’s deliveries and services.

• They also apply to all future business transactions, even if not expressly agreed again.

• Deviating terms and conditions of the customer shall only apply if expressly confirmed in writing by the supplier.

Oral agreements, subsequent amendments, or collateral agreements are only binding if confirmed in writing by the supplier.

2. Offer and Scope of Delivery

• Offers are non-binding.

• An order is only deemed accepted once confirmed in writing.

• The written order confirmation is decisive for the scope of delivery.

Documents such as quotations, drawings, or other materials remain subject to property and copyright rights. They may not be disclosed to third parties and must be returned if no contract is concluded.

3. Prices and Payment

• Prices are based on the offer or order confirmation, stated in EURO EXW (Incoterms® – current version), plus statutory VAT.

• Packaging costs are charged separately; return is excluded.

• Price adjustments may apply if more than 4 months lie between contract conclusion and delivery, in case of unforeseen wage, material, or currency fluctuations.

Payment terms:

• Net payment due within 14 days from invoice date, unless otherwise agreed.

• In case of late payment, statutory provisions apply.

• If an invoice remains unpaid after two reminders, all outstanding amounts become immediately due.

Special provisions:

• Bills of exchange only by prior agreement and subject to discountability.

• Set-off or retention is permitted only with undisputed or legally established claims.

• If customer’s creditworthiness is at risk (§ 321 BGB), the supplier may withhold delivery or withdraw from the contract.

4. Delivery, Lead Time, Delay

• Deliveries are made EXW (Incoterms®).

• Delivery times are binding only if confirmed in writing.

• The delivery period begins with order confirmation, but not before the customer provides all required documents.

• Delivery deadlines are met if the goods have left the factory or readiness for shipment has been notified.

Delay in delivery:

• Compensation limited to 0.5 % of delivery value per full week, max. 5 % total.

• No liability in cases of force majeure or unforeseeable events beyond the supplier’s control.

• Temporary obstacles extend delivery times accordingly.

5. Call-off Orders

• Unless otherwise agreed, call-off orders must be accepted within 3 months after expiry of the contract period.

• Without contract period: acceptance required within one year of conclusion.

• Call-offs must be made in reasonably equal intervals and quantities to allow proper production and delivery.

6. Transfer of Risk and Shipment

• Risk passes to the customer at the latest upon dispatch, even for partial deliveries or additional services.

• If dispatch is delayed due to the customer, risk transfers upon notification of readiness for shipment.

• Insurance only upon customer’s request and at their cost.

• Partial deliveries and quantity deviations up to ±10 % are permitted.

7. Warranty

• Customer must inspect goods immediately and notify defects in writing within 5 days.

• Hidden defects must be reported promptly after discovery within the statutory warranty period.

Remedy:

• At supplier’s option: repair or replacement.

• Replaced parts become property of the supplier.

Exclusions:

• Normal wear and tear

• Damage due to improper handling, assembly, or overuse

• Unauthorized modifications or repairs

If remedy fails, the customer may demand reduction in price or rescission of contract.

8. Retention of Title

• Goods remain supplier’s property until full payment of all claims.

• In case of resale, claims are assigned to the supplier.

• Processing with other materials results in joint ownership.

• Customer must insure goods during retention period (theft, fire, water, etc.).

• Security rights are released if their value exceeds the secured claims by more than 30 %.

9. Material Supplied by Customer

• Materials must be delivered at customer’s cost and risk, in good condition, with a 7.5 % surplus quantity.

• Delays or additional costs due to non-compliance are borne by the customer.

• Supplier’s liability is limited to the care taken in own matters.

10. Contract Work (Processing)

• Supplied parts must be workable and dimensionally accurate.

• Material defects making parts unusable are at the customer’s expense.

• Scrap risk is not included.

• Customer bears risk of loss or damage, except in cases of intent or gross negligence by the supplier.

11. Tools

• Special tools remain property of the supplier, even if paid in part by the customer.

• Tooling costs are invoiced separately and due without deduction at contract conclusion.

12. Infringement of Third-Party Rights

• If goods are produced according to customer drawings, models, or samples, the customer guarantees no third-party rights are infringed.

• If claims are made, supplier may stop production or delivery and demand compensation.

• Customer is liable for resulting damages.

13. Customer’s Right of Withdrawal

• Withdrawal is possible if the supplier is definitively unable to perform.

• For partial impossibility: withdrawal only if justified interest exists; otherwise, reduction of payment applies.

• If impossibility occurs due to customer’s fault or delay in acceptance, payment obligation remains.

14. Liability

• Supplier’s liability is strictly limited to these terms.

• Claims for damages are excluded, except in cases of intent or gross negligence.

15. Place of Jurisdiction

• Jurisdiction: Supplier’s registered office.

• Supplier may also sue at customer’s place of business.

• German law applies; UN Sales Convention is excluded.