Ultralen

General Terms and Conditions

of Ultralen Film GmbH (hereinafter UFG)

  1. We use the following General Business Terms as a basis for our deliveries without exception. We object to contradictory terms and conditions. They shall not be valid.
  2. Our offers are deemed as without obligation. Contracts shall be concluded at our choice either by our confirmation or by the provision of the service.
  3. Delivery deadlines stated by us shall only be binding if this has been explicitly agreed.
  4. If the buyer is responsible for the transport of the goods it has to ensure that the means of transport are clean and dry, are suitable for the loading with the goods and their transport, comply with our safety standards as well as the statutory regulations. If these requirements are not satisfied or not satisfied in full UFG is not entitled to load the means of transport or to have this laden without being obliged to pay compensation. However, this shall not lead to an obligation to examine or reject the means of transport for UFG.
  5. If the delivery is carried out on reusable pallets – irrespective of whether these are our property or not – the buyer has to maintain these pallets in a good condition and make these available to us for collection at a corresponding request. We are not obliged to accept substitute pallets.
  6. The buyer undertakes to examine goods delivered by us immediately and to report deviations in quality and quantity immediately.
    1. Our deliveries are carried out at the list price, which is valid at the time of the delivery, plus possible loading, packaging, freight or insurance as well as plus the respective applicable rate of value added tax. If the delivery is carried out overseas exempted from value added tax, we are entitled to subsequently charge the German value added tax insofar as the buyer does not send us an entry certificate within two weeks, which confirms the delivery overseas. Payments have to be made in EURO without any charges and without deduction. We only grant cash discounts if this has been explicitly agreed and the payment has been made within the deadline stipulated for the granting of the cash discount.
    2. If a payment is not made as of the due date all other claims, which we have against the buyer, shall also be deemed due and payable. Our right to request interest on default as well as damages, shall remain unaffected hereby.
  7. An offsetting against counter-claims is only permitted for the buyer if the counter-claim is undisputed or has been declared final and binding.
  8. If we have reason to assume that the financial position of the buyer has deteriorated or is insufficient or if the buyer is in default with the payment of already due receivables then we can render future deliveries dependent on the fact that reasonable collateral is provided to us or the buyer makes an advance payment. This shall also apply if this was not agreed when the order was placed.
  9. The buyer undertakes to inform itself about the condition and properties of the goods delivered by us by the datasheets and directories delivered by us or which can be called through our homepage. UFG shall not be liable for any damages whatsoever, which are suffered in connection with an improper processing of our products.
  10. UFG guarantees that the delivered products comply with our standard specifications. Incidentally, UFG does not assume any guarantee or warranty for quality, market suitability or suitability of the products for a certain purpose. A use of our products for medical applications is neither recommended, nor advocated. We refer all liability associated with the use of our products in the medical field.
    1. If we – no matter for what legal grounds – are obliged to pay damages our obligation for compensation is limited to the order amount.
    2. The afore-mentioned limitation to liability shall not apply, insofar as we have caused the damages wilfully or by gross negligence. It shall not apply either if the orderer asserts claims for damages owing to the absence of a warranted quality, our liability is based on the regulations of the Product Liability Act or in the event of the injury to life, the body or the health.
    3. If our liability is limited according to Par. 1 then this shall also apply for the benefit of our workers, employees, fitters or other vicarious agents and assistants.
    4. We shall not be liable for the delayed satisfaction or non-satisfaction of contractual obligations insofar as these are due to circumstances, which are beyond our possibilities for exerting an influence. This shall in particular apply in the event of force majeure, fire, flooding, war, interferences to operation, industrial dispute, shortage of raw materials or energy – also at our suppliers.
    1. The delivery of the goods is always carried out under the reservation of title. The reservation of title shall continue to exist as long as all liabilities from the business relationship have not been settled by the buyer. The buyer is entitled to continue to sell reserved goods within the framework of its ordinary business operation. However, it hereby now already assigns all receivables ensuing from the resale to us as collateral. We accept the assignment. The buyer shall remain entitled to collect the receivable until further notice.
    2. The processing or conversion of goods by the buyer is always carried out on our behalf. If the goods are processed, connected or mixed with other objects not belonging to us then we shall acquire the co-ownership to the new object in the ratio of the value of our goods to the other processed objects at the time of the processing. If the connection or mixing is carried out in the manner that the object of the buyer is to be seen as the main object, the buyer shall assign us pro rata co-ownership to this object in the ratio of the afore-mentioned regulation. The buyer shall keep the thus processed or newly produced object in safekeeping on our behalf. If it sells the object the buyer shall assign its claim from the resale pro rata to us.
    3. At the request of the buyer we shall release collateral items insofar as their value exceeds the receivable which is to be secured or the receivables which are to be secured by more than 20 %. If the buyer is in default with the payment of our deliveries, it suffers from substantial deterioration in assets and/or applies for the opening of insolvency proceedings, its authorization to the resale of the goods delivered under reservation of title and to collect the thus resulting receivables shall lapse.
  11. UFG has the right to freely assign its receivables against the buyer to a third party.
  12. The buyer shall bear all fees, costs and expenses incurred in connection with any collection, enforcement or other legal proceedings outside Germany’s territory instituted against it.
  13. The buyer is principally not entitled to assign claims existing against us to third parties. Another regulation shall merely apply to group companies or factoring partners.
  14. The legal relationships between the parties are subject to the German substantive law under the inclusion of the international law on purchases.
  15. The place of jurisdiction is – insofar as permitted – Lörrach. We are however entitled to also file an action against the buyer at the registered seat of its branch or at its general place of jurisdiction.

Status 15/09/2015

AGB Ultralen Film GmbH - in English

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