General Terms and Conditions of Sale and Delivery

Only the terms and conditions listed below shall apply for all quotations and sales by Unimat GmbH & Co. KG. Any conflicting terms and conditions of purchase of the buyer shall be invalid.
Acceptance of the goods shall be regarded as recognition of our terms and conditions of business.
The goods are sent from the relevant shipping location at the risk of the buyer. Unimat GmbH & Co. KG shall retain ownership of the goods that have been supplied until such time as when all payments arising out of the business – also the offsetting of account balances – have been made by the buyer. The processing and transformation of the goods is always undertaken for Unimat GmbH & Co. KG as the supplier.

Concerning the processing or transformation of the goods by the buyer into goods that do not belong to Unimat GmbH & Co. KG, Unimat GmbH & Co. KG shall retain joint ownership of the goods in the ratio of the value of the Unimat goods to the other goods that had been processed or transformed as of the point in time of the processing or transformation.
The buyer shall as a precautionary measure hereby assign to Unimat GmbH & Co. KG all claims for payment up to the amount of 120 % of the sale price of Unimat GmbH & Co. KG that have accrued to him through resale of the same, whether with or without processing. Unimat GmbH & Co. KG is required to release the securing rights once their value exceeds the secured receivables by more than 25 %.

All receivables of Unimat GmbH & Co. KG shall become due for payment at once if the terms and conditions of payment are not complied with or if after the sale circumstances become known that in the view of Unimat GmbH & Co. KG are good cause for reducing the creditworthiness of the buyer.
Furthermore, in such a case Unimat GmbH & Co. KG entitled to make any outstanding deliveries only against prepayment or other forms of surety and to withdraw from the sale after a suitable period of grace or to claim compensatory damages due to non-fulfilment.
Unimat GmbH & Co. KG can in addition forbid the resale of the goods and demand their return or the transfer of direct ownership at the cost of the buyer and forbid the collection of receivables arising from the resale of the goods.
Strikes, lockouts, other forms of industrial unrest of any type, difficulties occurring subsequently in the procurement of raw materials and operating materials, in the shipping or transport of the goods and in the event of a failure by subsuppliers to deliver by themselves either correctly or on time shall entitle Unimat GmbH & Co. KG to suspend and/or rescind the obligation of Unimat to deliver.
For that reason agreed due dates are approximate and shall be regarded as non-binding.

Claims and notifications of defects by the buyer must be made valid by being lodged in writing within 14 (fourteen) days of receipt of the goods.
Unimat GmbH & Co. KG is entitled to avert all claims regarding defects in the goods by delivering goods that are free of defects.
Any claims for compensatory damages of any type whatsoever made against Unimat GmbH & Co. KG, and in particular with regard to defects in the goods and to compensation for consequential damages, are hereby excluded.
If the target date for payment is not met then interest on arrears shall be calculated at the usual banking rates.
The right to make claims for compensation for damages is explicitly retained.
The prices of Unimat GmbH & Co. KG are calculated on the basis of the material prices, wages, freight costs, customs duties, deductions, taxes and currency conversion rates that were applicable on the day that the quotation was made.

Payment of the goods that have been sold is to be done in such a way that Unimat GmbH & Co. KG receives the full equivalent value for the goods that had been delivered.
If the above-mentioned basic principles are substantially affected to the disadvantage of Unimat GmbH & Co. KG before the terms of the sales contract have been fully completed, then in such a case Unimat is relieved of the obligation to deliver regarding any deliveries of goods that have not been made yet without being liable to make any compensation to the buyer if the latter did not, for example, approve the extra costs or a higher price or refused to make a settlement of this type.
The applicable court of law is to be at the choice of Unimat GmbH & Co. KG either its own company head office or that of the buyer.
The relevant applicable legal regulations shall apply in addition to these General Terms and Conditions of Sale and Delivery.