Terms & Conditions

1. Our offers are always non-binding with regard to price, quantity, delivery times, etc. The purchase contract is only deemed concluded upon our written order confirmation. Purchasing conditions of the buyer that deviate from these terms are only binding if confirmed by us in writing. Collateral agreements or amendments to the conditions – including statements by our sales offices and representatives – are only legally valid after our written confirmation.

For all orders, we reserve the right to over- or under-deliver by 10%. If information or other findings after order confirmation reveal a risk to our claims, we are entitled to demand advance payment or adequate security. In the event of refusal, we may withdraw from the contract, excluding any claims for damages due to non-performance. We are entitled to assign our claims arising from deliveries and services for financing purposes.

2. Place of performance and jurisdiction – including in bill of exchange and cheque matters – is the registered office of USIMEX GmbH, Crailsheim. In the event of assignment of claims by the supplier, the assignee has the right to choose the place of jurisdiction. German law applies. The language of the contract is German.

3. In the event of non-compliance with payment terms or deferred payment, interest shall be charged at the customary bank lending rate, but at least 3% above the applicable discount rate of the Deutsche Bundesbank. Further rights, in particular claims for compensation for damage caused by delayed payment, are reserved. In the event of default in payment, the total outstanding balance from the business relationship may be declared due by us. All payments shall first be applied to interest and costs, then to the oldest outstanding claims. Bills of exchange and cheques are only accepted on account of payment. The costs of discounting and collection shall be borne by the purchaser. Contrary instructions from the buyer are ineffective.

4. Delivery periods shall run, subject to unforeseen obstacles, from the date of order confirmation until dispatch ex works. If dispatch is delayed due to circumstances for which the purchaser is responsible, the day on which the goods are ready for dispatch at our premises shall be deemed the dispatch date.

If an agreed delivery period is exceeded by us, the purchaser may withdraw from the contract after the fruitless expiry of a grace period of at least 3 weeks set by the purchaser. Further claims are excluded. Partial deliveries are permissible and shall be regarded as independent transactions. Force majeure and other impediments, such as war, strikes, lockouts, civil unrest, shortage of raw materials, machine damage, and other operational or transport delays entitle us, at our discretion, to demand a corresponding extension of delivery periods after the impediment has ceased, or to withdraw from the contract.

5. Dispatch of our goods is at the risk of the recipient ex works, even if our own means of transport are used.

6. Insurance is not provided by us. No liability is accepted for property of the purchaser (e.g. material supplied by the purchaser), and insurance will only be arranged upon request.

7. Defects must be reported to us in writing after the goods have been received by the buyer or at the delivery point designated by the buyer, namely:

a) in the case of obvious defects, within one week;

b) in the case of hidden defects, within one week of discovery, but no later than 6 weeks after receipt of the goods. Returns may only be made with our consent. Goods that have been processed or worked on can no longer be objected to, unless hidden defects are present that are demonstrably attributable to our fault.

If the buyer arranges for the identified goods to be stored with us, the above deadlines shall run from receipt of the invoice issued to us for the goods. We are obliged to give the buyer the opportunity to inspect the stored goods. In the event of a timely and justified complaint, we have the right, at our discretion, to make a replacement delivery with a new delivery period, to take back the goods against a credit note, or to rectify the defect.

Further claims of the customer, in particular for rescission, reduction of price or damages, are excluded. The limitation period expires one month after our rejection of the notice of defect.

Commercially customary deviations in sample, colour, composition, specific weight, dimension or thickness do not entitle the buyer to make complaints. We reserve the right to thickness tolerances of +/- 10% and width tolerances of +/- 1 mm.

For special lot items, the right to make complaints is excluded; for second-quality goods, it is limited to the fact that reject goods have been delivered.

8. The buyer shall be liable for any infringement of copyright in the case of custom-made products. Where we provide technical advice or assistance in the application of our products, this is done on the basis of our most up-to-date technical experience. However, no warranty or compensation claims of any kind may be derived from this.

9. Assignment and set-off of direct or indirect claims of the buyer arising from contracts concluded with us, as well as retention on account of counterclaims not recognised by us, is excluded or only permissible with our express consent.

10. Delivery of goods is subject to retention of title pursuant to § 449 BGB with the following extensions:

a) Ownership of the goods shall only pass to the buyer once the total invoice amount has been paid in full and any cheques and bills of exchange have been honoured.

b) Until full payment has been made, the goods may not be pledged or transferred as security, but may be sold in the ordinary course of business. The delivered goods remain our property until the purchase price has been paid in full; where cheques or bills of exchange are accepted, until they have been honoured. In the case of payment by cheque/bill of exchange, our retention of title is likewise maintained until the bills of exchange are fully honoured. In the event of default in payment, we may reclaim the goods.

c) The buyer is entitled to dispose of and sell the goods within the scope of proper business management. Extraordinary disposals, such as pledging or transfer of ownership as security, are only permissible with our consent.

d) If goods are delivered on pallets or in cartons provided by us, these remain our property and must be returned to us carriage paid by the client if no other means of immediate return is possible. In the event of non-return, we are entitled to charge the client for the pallets or cartons.

e) The buyer must immediately notify us of any access by third parties to the goods delivered under retention of title (e.g. seizure by other creditors).

11.

a) When our goods are processed by the buyer, we shall be deemed the manufacturer and shall acquire ownership of the newly created goods. If the processing is carried out together with other materials, we shall acquire co-ownership in proportion to the invoice value of our goods to that of the other materials. If our goods are combined or mixed with an item belonging to the buyer and that item is to be regarded as the principal item, co-ownership in the item shall pass to us in proportion to the invoice value of our goods to the invoice or – in the absence thereof – to the market value of the principal item. The buyer shall be deemed the custodian in such cases.

b) In the event of default in payment by the buyer, we are entitled, even without exercising the right of withdrawal and without setting a grace period, to demand the temporary surrender of the goods in our ownership at the buyer's expense.

c) The buyer hereby assigns to us, by way of security, all claims arising from the sale of goods in which we hold ownership rights, to the extent of our ownership share in the goods sold.

d) At our request, the buyer shall provide us with all necessary information about the inventory of goods in our ownership and about the claims assigned to us pursuant to clause 11(c), and shall notify the buyer's own customers of the assignment.

e) If the value of the securities exceeds our claims by more than 25%, we shall release securities of our choice upon request.

f) Our goods are intended for processing in the buyer's own business, unless otherwise agreed.

g) We are entitled to process data received in connection with the business relationship or in connection therewith relating to the buyer, regardless of whether such data originates from the buyer itself or from third parties, within the meaning of the Federal Data Protection Act.

12. Standard packaging is not charged; any special or individual packaging that may be required will be charged at cost price.

13. All amendments to these conditions must be made in writing. Agreements made verbally or by telephone prior to conclusion of the contract are ineffective without written confirmation. The possible invalidity of individual provisions does not affect the validity of the remaining provisions.

(VLZ_02_3, dated 21 August 2023)