The following conditions apply to all sales and deliveries unless otherwise agreed upon in writing. They will also apply in the course of all future business transactions without having been expressly agreed upon once again.
Business conditions stipulated by any customer will not apply unless we have given our consent in writing.

1. Our offers are not binding except as otherwise provided explicitly in a written declaration. Contracts will only become effective after we have acknowledged the order. Contracts which have become effective through our order acknowledgement cannot be cancelled without our consent. We are entitled to raise our prices in relation to higher outlays caused by any alteration of a technical nature commissioned by a customer at a later stage. Technical data, illustrations, drawings, specifications as to weights and measurements are not binding unless stipulations to that effect have been agreed upon in writing. Design specifications are subject to modifications. Statements made in our brochures and instructions for use do not constitute warranted characteristics. The customer is solely responsible for establishing the suitability of our product for the application desired.

2. Delivery dates are not binding unless they are confirmed by us in writing. The term of delivery commences upon our receipt of the documentation to be furnished by the customer together with the advance payment agreed upon in the contract. The term of delivery is considered to have been adhered to if, on expiry, the consignment has been dispatched or if advice has been given that the goods are ready for dispatch.

3. If the agreed period cannot be complied with as a result of circumstances beyond our control with us or our suppliers, it shall be extended suitably. We shall notify the customer of such an incident without delay. If the preventing circumstances still last one month after the expiry of the agreed delivery period, either party can withdraw from the contract. Further claims on account of exceeding the delivery period through no fault of ours shall be ruled out.

In the event of delay in delivery, the customer shall be entitled to demand a lump-sum indemnification for delays to the amount of 3% of the value of the delivery for each completed week up to a maximum of 10% of the value of the delivery. Further, the customer can set us a suitable period in writing, which must amount to at least 15 working days. After fruitless expiry thereof, the customer shall be entitled to withdraw from the contract or to demand damage in lieu of performance. The liability for damages shall be limited to 50% of the damage incurred.
The prior sub-section shall not apply insofar as the delay is based on malice aforethought, gross negligence or a breach of an essential obligation. It shall also not apply insofar as a fixed commercial transaction has been agreed.

4. We are entitled to effect partial delivery. Any partial delivery may be charged separately.

5. Force majeure, operational breakdowns, industrial disputes or other disruptions beyond our control and encountered by us or our suppliers, will exempt us from our obligation to deliver the goods for the duration of the disruption.

6. The mode of transport chosen will be subject to economical reasons and considerations of safety. Delivery will be effected ex works.

7. The risk will pass to the customer as soon as we have handed over the goods into the custody of the carrier or made them available to the customer. Should the dispatch be delayed due to circumstances within the customer's responsibility, the risk passes to the customer as soon as the goods have been declared ready for dispatch. In this case the goods will be stored at the customer's expense; the customer will be charged for storage in our premises at the rate of at least 0.5% of the invoice amount of the consignment stored.
The consignee is obliged to take delivery of the goods. In the case of his failure to take delivery of the goods we are entitled to claim damages subject to legal regulations.

8. Unless otherwise agreed upon in individual cases, our prices are quoted ex works and are to be understood exclusive of packing and freight charges. Furthermore they are subject to the value-added tax payable at the time of delivery. In the case of orders which are, upon the customer's request, not to be executed before a period of four months on conclusion of the contract, the price as shown in the price list valid at the time of delivery will be charged.

9. All invoices are payable net within 30 days following the date shown on the invoice. For payments received within ten days we will grant a cash discount of two per cent. Payments will only be considered to have been effected fully once we can freely dispose of the money at the bank. Cheques and bills of exchange will only be accepted as means of payment and not as credit instruments; costs and expenses of discounting will have to be borne by the customer.
In the case of delayed payments we reserve the right to charge interest at a rate of 4% above the German central bank's discount (bank) rate without giving prior notice. Should reasonable doubts arise over the customer's solvency, or should an application for bankruptcy or composition proceedings be filed for his estate, it is in our discretion to abstain from completion of any existing contract, to accelerate our accounts receivable or demand that advance payment be effected or collateral be furnished. The customer is only entitled to set of his claims against ours if his claims are uncontested or have been found to be non-appealable.

10. We retain the property in the goods supplied until the customer has settled all our claims as well as accessory/subsidiary claims arising from the underlying business transaction, and until he has honoured any bill of exchange accepted as a means of payment.
Processing and manufacturing activities will be carried out by us in our function as manufacturer without commitment. Creating new goods by processing our goods in combination with others will constitute a co-ownership in the new product equivalent to the invoice amount of the reserved goods in relation to the invoice amount of the other materials.
The customer is only entitled to dispose of the reserved goods in the ordinary course of business. He is not entitled to pledge them nor to furnish them as collateral. He is to notify us immediately of any rights of a third party.
We may request him to insure the reserved goods against loss or damage at his own expense; in advance, he will assign any claim under the insurance policies to us. In advance and for security, the customer will also cede his claims arising from the sale of the reserved goods to us, viz. to the extent that constitutes our co-ownership of the goods sold. The customer is entitled to collect accounts receivable as long as he meets his financial obligations in respect of the contract concluded with us.
Should we fear that our claims might not be settled, the customer is to his utmost to recover the goods for us, to notify his customers of the assignment, and to provide us with all the necessary information and documentation. We are entitled to disclose the assignment to his customers. Taking back reserved goods does not constitute a cancellation of the contract. Should the value of the collateral exceed our claims by more than 20%, we shall, upon the customer's request, release part of the collateral as we see fit.
Property rights and copyrights pertaining to our drawings and other documentation shall rest with us in any case. They are not to be disclosed to third parties.

11. Each device will be furnished at no cost with the relevant documentation; should the customer require more than one copy, the costs thus incurred will be charged.

12. To start with, the customer shall be liable to the statutory responsibility for inspection and notification of defects of § 377, German Commercial Code, with regard to technical defects.
The customer cannot derive any further rights from technical defects which do not or only inconsiderably impair the value and the suitability of the goods for the recognizable use.
If the goods manifest a technical defect upon passage of risk, we shall be entitled and obliged to subsequent performance. Subsequent performance shall be done at our discretion by reworking or substitute delivery. The costs of the subsequent performance, in particular transport, traveling, working and material costs, shall be charged to us. If they make up more than 50% of the value of the delivery, we shall be entitled to reject subsequent performance.

Insofar as subsequent performance fails, is not done within a suitable period set by the customer or is rejected, the customer shall be entitled at its discretion to withdraw from the contract, to demand a reduction of the purchase price corresponding to the drop in value of the goods or - within the limits of the following sections - to demand damage in lieu of performance.

If a technical defect leads to damages, we shall be liable according to the statutory provisions insofar as it is a case of damage to persons, the damage is covered by the Product Liability Act or is based on malice aforethought or gross negligence. Insofar as the damage is based on a culpable breach of an essential contractual obligation or a "cardinal obligation", we shall only be liable for the damage typical in the contract.
Further contractual and tort claims of the customer shall be ruled out. We shall therefore in particular not be liable for damage not caused to the object of delivery itself or for loss of profit or other monetary damage to the customer.

The above mentioned provisions shall not apply for second-hand goods. We shall only be liable for technical defects in the event of an express assumption of guarantee, malice aforethought or gross negligence.

13. The provisions in Section 12 shall also apply for claims to damages on account of sundry breaches of obligations. In the event of a breach of a pre-contractual obligation or a prevention of performance already in existence at the conclusion of the contract (§§ 311 II, 311a, German Civil Code), our obligation to damages shall be limited to the negative interest.
The provisions in Section 12 shall apply accordingly for our liability in tort.

To the extent that liability is ruled out or limited, this shall also apply for the personal liability of our employees, workers, fellow-workers, representatives and vicarious agents.

14. The claim to subsequent performance of the customer shall be barred by limitations in two years from delivery of the goods, for second-hand goods in one year after delivery, subject to §§ 438, no. 2, 279, German Civil Code. Accordingly, the right to withdrawal and reduction of the purchase price shall be ruled out according to the statutory provisions.
For claims to damage, the period of barring shall amount to one year subject to §§ 438, no. 2, 279, German Civil Code.
Statutory barring shall continue to apply for claims from the Product Liability Act and in cases of malice aforethought and gross negligence.

15. Should the customer require samples, drafts, plans, drawings or other technical specifications, he undertakes to observe secrecy and will, without special consent, not use them for other purposes or make them accessible to third parties or the general public; i.e. he undertakes to use them for the designated purpose only.

16. Our supplier will be sworn to unlimited secrecy, if he receipts drawings, plans, samples or other technical information from UWT. The supplier must not use these 3rd party. In case of contravention the supplier has to compensate the resulting damage for UWT. The supplier has the burden of proof that he has not breached his responsibilities.

17. The supplier is bound to keep the agreed delivery date. The goods have to be at the place of destination at the agreed delivery date. UWT will be allowed to cancel the contract and claim compensation, if the shipment is delayed.

18. The place of jurisdiction is Kempten, insofar as the contract partner is a merchant not falling under the jurisdiction of Section 4 of the Commercial Code pertaining to tradesmen, nor or a legal entity governed by public law or special property under public law. All our contracts are based exclusively on German law.

19. Should, by declaratory judgement, any of the above provisions be considered ineffective, the other provisions shall remain unaffected.

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