French
1.INTRODUCTORY PROVISIONS
1.1 These terms and conditions supplement the individual contracts between UCC Indu GmbH (hereinafter "UCC") and commercial customers (hereinafter "customer")for the sale of goods and other services.1.2 If an individual contract contradicts the content of the terms and conditions, it takes precedence over the terms and conditions.1.3 In addition, only German law applies, excluding the UN sales law.1.4 Any general terms and conditions of the customer will in no case become part of the contract, even if UCC does not expressly contradict them.
1.5. UCC has the right to change or amend the wording of the business terms and conditions. No rights and obligations arising under the existing terms and conditions are affected by this provision.
2.OFFERS, OFFER DOCUMENTS, ORDER CONFIRMATION
2.1 Offers from UCC are non-binding, unless UCC has expressly stated a binding period in them.
2.2 Orders for customer product must be placed formally in writing form (letter, email, fax).
2.3 Orders from customers only become a contract when they are confirmed by UCC in text form (letter, email, fax)
3.PRICES
3.1 Prices for products are listed with netto value only and do not include taxes, shipping costs, any insurance, customs duties or other costs or charges, such as special packaging, certificates, customs declarations and registrations. The buyer is responsible for any additional charges.
3.2 Price changes are permitted if there are more than four weeks between the conclusion of the contract and the agreed delivery date. If the wages, the material costs or the market-based cost prices then increase until the delivery is completed, UCC is entitled to increase the price appropriately in accordance with the cost increases. UCC must notify the customer of price increases at least 14 days before the respective delivery date. The customer is entitled to terminate the contract with regard to that part of the deliveries that is affected by the price increase within 7 days of receiving notification. Notice of termination must be in writing to be effective.
4.PAYMENT TERMS
4.1 The invoiced amount can be paid to UCC´s account via bank transfer or via Paypal
4.2 UCC may, under the conditions of Section 321 of the German Civil Code (BGB), demand advance payment or other security for deliveries that are still outstanding.
4.3 Invoices submitted by UCC in accordance with the contract are due for payment upon delivery of the goods without deduction. In the case of partial deliveries, this applies accordingly to each invoice for the partial quantity delivered.
4.4 In the case of late payment by the customer, UCC is entitled to charge interest on the due amount from the due date to the date of reimbursement of 10%, including reasonable legal fees or collection costs.
4.5 UCC is entitled to refuse checks and bills. Discounts or charges for bills are borne by buyers, checks and bills are due immediately.
5.DELIVERIES, PATIAL DELIVERIES TERMS
5.1 EXW delivery condition from the UCC’s warehouse (Hongkong or Germany) is valid for all the customers’ deliveries and in the case of direct EXW shipments, from the manufacturer's warehouse (according to INCOTERMS 2016).
5.2 UCC will deliver goods to the customer subject to timely and correct self-delivery.
5.3 The delivery times indicated by the seller are only estimated and valid in the case of timely delivery of the materials and supplies to the seller. UCC is not responsible for the delayed, partial or early delivery and the customer is obliged to accept the delivery and to pay for the products delivered. The delayed order delivery or any part of it does not give the customer the right to cancel the other deliveries.
5.4 Fixed delivery deadlines and dates are subject to the correct and timely delivery by UCC. If advance payment has been agreed, fixed delivery dates are also subject to the timely prior receipt of the customer payment for the respective delivery at UCC.
5.5 Delivery deadlines are also extended within any delay in the event of force majeure or equivalent cases by the duration of the relevant impediment to performance. The consequences of war, terrorist attacks, disruptions in energy or material supplies, operational disruptions, labor disputes, traffic disruptions and official orders are equivalent to force majeure.
5.6 If UCC is prevented from delivering for an indefinite period of time due to an event within the meaning of sentence 5.5, UCC may withdraw from the contract. If UCC has already partially fulfilled the contract when such obstacles occur, UCC may withdraw from the contract with regard to the not yet fulfilled part. If the customer has made an advance payment to UCC for the missing delivery, UCC will refund this immediately.
5.7 The customer is only entitled to withdraw from the contract due to delay by UCC with regard to the not yet fulfilled part and only if he has set UCC a reasonable grace period in writing and this has expired without result.
5.8 UCC may deliver partial quantities in request of customer. Unless otherwise expressly agreed in individual cases, dates and delivery periods are non-binding planning dates.
6.ORDER CANCELLATIONS, POSTPONEMENTS
6.1 Order cancellations by the customer for customer-specific products as well as for products that UCC procures exclusively on behalf of the customer will not be accepted. Cancellations for other products require the express consent of UCC. In the case of accepted cancellations, a fee of 25% of the order value is due immediately.
6.2 Postponements or suspension of orders by the customer require the express consent of UCC. Unless otherwise agreed, UCC is entitled to deliver and invoice all remaining quantities at the end of the contract period. If the average purchase quantity does not correspond to the expected demand, UCC is entitled at its own discretion to deliver partial quantities at any time.
7.TRANSPORT, RISK TRANSFER
7.1 Unless otherwise stated in the formal order, the transport method is determined by UCC.
7.2 As delivery term EXW is agreed, the place of delivery of the goods is the place of UCC or the place determined by UCC. The dispatch takes place at the risk and for the account of the customer. This also applies to returns.
8.EXAMINATION AND COMPLAINT, MATERIAL DEFECTS,WARRANTY
8.1 The customer must immediately examine every incoming delivery for completeness and the goods for quality and freedom from defects. The customer must notify UCC in writing immediately after this inspection, specifying the reason, type and scope of the complaint in writing.In response to a justified complaint, UCC will remedy the defect by means of a replacement delivery.
8.2 UCC provides one year warranty for the quality of the goods from the date customer purchased.
8.3 In the case any warranty claim, customer will provide samples of claimed goods and requested information for analysis to UCC. UCC shall accept the claim from customer if failure analysis states fault of seller, and provide mutually agreed replacement or repair.
8.4 UCC do not bear any possibility for damage caused by customer or any lost caused by improper using the products.
9.PROPERTY RIGHTS
9.1 UCC does not guarantee that the use of the goods sold does not encroach on any third party property rights.
9.2 The customer is liable to UCC that the services provided are free of third-party property rights and releases UCC from all corresponding third-party claims.
10.DATA PROTECTION
10.1 UCC hereby, in accordance with sentences on Personal Data Protection, grants the UCC the permission to process his or her personal data for the purposes of conclusion and performance of the contract. These personal data of the customer include, business name, registered office, telephone number, bank account number, contract details information.
