General Sales, Delivery and Payment Conditions

1. Scope of application

We (ULANO as a Division of Kissel+Wolf GmbH) provide quotations, effect sales and deliveries according to the following conditions only; insofar as the contractual partners do not expressly agree on other conditions in writing. Legal regulations also apply. The current version of these terms and conditions can be viewed at www.ulano.eu.

2. Product information

Product information indicated in catalogues and other informational material shall only be deemed approximate and is subject to technical amendments. Specific characteristics thus cannot be assured based on this information. Illustrations used are exemplary and shall be deemed approximate. Recommendations for use are based on our general experience and not related to individual cases.

3. Quotations

Price lists and quotations are subject to change. Contracts are only effective upon our written order confirmation (by letter, fax or e-mail) or when executed. Documents attached or enclosed with a quotation shall only be deemed approximate, unless they are expressly indicated in writing as binding.

4. Prices

Our stated prices are unpacked ex works and do not include value added tax (VAT). On small orders we charge a handling fee. Deliveries are made in complete packaging units; in the case of other order quantities, the quantity shall be increased accordingly or a small-quantity surcharge shall be charged.

5. Packaging

We provide transport containers free of charge for chemicals. We charge for other packaging at cost price. Transport containers and packaging are non-returnable, unless a legal obligation applies.

6. Payment

Payment shall be made in full immediately, unless other payment conditions have been agreed. In the case of late payment, interest shall be paid as of the invoice date to the sum of 5% above the market rate of the German Bundesbank. This does not exclude demands for further damage caused by delay. Assembly and advisory costs are always payable in full, even if other conditions have been agreed. In the case of a payment delay of more than 14 days (date of payment receipt is decisive), all other open invoices shall be due for payment immediately; we can demand a security or advance payment for services still to be rendered. Invoices and possible payment reminders will be issued and sent at our option either by letter mail or by e-mail as pdf file.

7. Passage of title

The delivered goods remain our property until the purchase price of the entire delivery has been paid in full. In the case of delayed payment, regardless of a full or partial outstanding amount, the goods shall be returned to us at our first time of asking. The purchaser shall allow the goods to be seized. The purchaser shall herewith assign to ULANO as security any claims based on the resale of goods to which we have ownership rights.

8. Delivery deadlines

Delivery times and delivery deadlines are not binding, unless they have been indicated in writing as such. We reserve the right to deliver in partial quantities. Non-adherence to delivery deadlines shall only bear legal consequences after expiry of a 3-week period of grace, declared in writing by the purchaser. Claims for damages due to delivery deadlines not being met are limited to 0.5% of the value of the delayed delivery or delivery part for each week of delay. Claims for damages are limited to a maximum of 5% insofar as the delay is not due to gross negligence or intent. Events beyond our control (for example, force majeure) relieve us of our obligations for the duration of such an event.

9. Delivery obligation

Our delivery obligation is not applicable for the period that the purchaser is in arrears in payments to us, regardless of the transaction from which these arrears arise.

10. Transfer of risks

The risks of the goods to be delivered are transferred to the purchaser upon loading of the goods onto the means of transport at our factory.

11. Inspection, reproval

The goods delivered shall be inspected immediately on arrival for completeness and defects. In the case of chemicals, these should be tested; in the case of machines, these should switched on and tested. Defects or incorrect delivery of options must be reported to us in writing exhaustively no later than 10 days after delivery. If the defect becomes visible later, this must be reported within 10 days of detection. If these periods elapse without written notice being tendered, the goods are considered to be accepted.

12. Warranty

For defects or incorrect delivery of options of our goods reported to us within the permitted time periods (clause 11), we provide warranty, excluding further claims, by replacing chemicals and repairing or exchanging machines at our discretion, provided that the reproval is reported to us within 6 months after the transfer of risks. The warranty period indicated in the "Technical Information" sheet is effective as of the production date and is subject to the appropriate storage of goods. If a repair is not possible or proves to be unsuccessful, the purchaser is entitled to legal warranty protection. Obvious defects must be reported to us in writing within a period of one week of receipt of goods.

13. Application advice

We provide application advice to the best of our knowledge based on our research and experience. All details and information about the product's suitability and application do not exempt the purchaser from performing own checks and tests regarding the product's suitability for the intended process or purpose.

14. Liability

We are liable to the extent of legal regulations only. Claims for damages against us, our sub-contractors and vicarious agents are excepted regardless of the legal basis, even in the case of consequential damage, unless the claims are based on intent or gross negligence.

15. Written form

Agreements must be made in writing.

16. Applicable law

German law applies with the exclusion of the UN Convention on Contracts for the International Sale of Goods.

17. Place of fulfilment and jurisdiction

Place of fulfilment and jurisdiction is Wiesloch. We also reserve the right to take legal action at the purchaser's place of jurisdiction.

(version as of: 18th June 2013)

 

ULANO
Division of Kissel + Wolf GmbH
In den Ziegelwiesen 6
69168 Wiesloch
Germany