Conditions and Terms of Use ULLRICH OHG, Langenhagen (This is a translation of the German version. In cases of doubt, the German version shall prevail.)

1. Scope

All conditions and terms of use are effective in the current version at the time of order via mail, phone fax or the internet. They stay effective during the complete time of business relationships between the customer/purchaser/buyer and the ULLRICH OHG apart from other written notification. Only written amendments by us are effectual. Deviant terms of business by the purchaser are not effectual even if we do not explicitly contradict.

2. Pricing and Payment

All offers are subject to change and are not binding if not otherwise agreed upon. Our prices do not include value added tax, shipping, insurance and packing. Prices for products, shipping, insurance and packing result from your bill. In case of fundamental changes of prices we reserve the right to realign the prices after consulting the customer or to withdraw the contract.

3. Conclusion of Contract

The contract between the customer and us is only established through a written acceptance of your request or through delivery of products. We also confirm the order when the customer orders on the electronic way. A confirmation is no binding acceptance of your order. Additions, changes or oral agreements require a written confirmation to be effective. Illustrations, drawings, measures, weights and tones in catalogues, price lists and other printed matter, are subject of approach and are non-binding. We also reserve the right to make necessary technical changes and changes in design.

4. Shipment and Delivery

We chose the type of shipping between train, mail or forwarding agency. Any risks of shipping are passed to the person or institution in charge with the shipment. Unless otherwise agreed upon the shipment is carried out by us or by our suppliers. Delivery costs are for the account of the customer. Delivery times are subject to change. We reserve the right of partial delivery. In case of default of acceptance the customer has to bear the costs, particularly storage costs. A delay in delivery will only occur after a written reminder, at the earliest two weeks after the expiry of the non-binding delivery time. A recession of the contract within the scope of law can only be done if the delay was caused by us. Under unpredictable circumstances, e.g. business disruption, labor disputes, delays of delivery or supply of important resources etc., the delivery time might extend. This also applies if one or more circumstances named above occur regarding our suppliers. In any case named above we are released from our delivery commitment. No indemnity claims apply due to extension of delivery. The settlements named above are also true for the customer’s acceptance duty.

5. Payment and Payment Date

Payment is carried out at the time of delivery. New customers can only pay via Cash On Delivery (C.O.D.) or advance payment. After successful credit assessment the payment can also be done via bank collection. When a sales cart is especially build for you a down payment of 50% is necessary at the time of contract. In cases of doubt about the customer’s liquidity, e.g. insolvency proceedings, default or similar, we are entitled to hold back deliveries and to withdraw from the contract. Compensation claims cannot be asserted. The customer is not discharged from his duties of the already fulfilled parts of the contract. The retention of payments or the charging of counterclaims is only acceptable if counterclaims are established as final and absolute or are accepted by us.

6. Rights of Complaints

Evident, and especially visible, defects have to be reported within two days. Otherwise the delivered products are considered approved. The customer holds all burdens of proof for conditions of entitlement, especially for the defect, the time of detection and the timely notification of defects. Inaccurate products cannot be processed.

7. Returns Policy

Provided that we agree a return of unused products due to accommodation, the products have to be out-of-the-box. In this case the customer pays all return costs. For the return we can charge an expense allowance to the amount of 15% of the price. Food articles are non-returnable, except in guarantee/warranty cases.

8. Proprietary Rights

Proprietary Rights according to § 455 BGB (German Civil Code) apply for all delivered goods until the conformance to requirements (incl. balance claims). The customer is in possession of the goods only within proper business connections as long as he is not in default. Hypothecation or chattel mortgages are forbidden. The customer transfers all requirement that result from reselling goods subject to retention of title (incl. balance claims) to us. We give the customer the revocable authorization to retract the transferred requirements on his behalf. A direct debiting authorization can be revoked, if the customer does not discharge all payment obligations. In cases of third-party access on the goods subject to retention of title the customer will indicate to our property and will notify us immediately. In cases of behavior contrary to contract on the part of the customer – particularly default of payment – we are entitled to take back the goods that are subject to retention of title. Redemption and distraint of the good subject to retention of title do not imply a cancellation of the contract. By request we will release the securities given by us, unless the value exceeds our requirements effectively over 20%. In cases of resale of our goods the claims against the second buyer are transferred to us. Upon request the customer is obliged to help us assure claims against the second buyer.

9. Warranty

For contractors we assure a warranty of twelve months after transfer of perils. Defective goods will be either mended or replaced at our option. For private customers with personal use we assure a warranty of 24 months. Incidentally legal settlements for private customers apply. For the inspection of claims we chose between your and our premises. In cases of removal of defects/replacement the removed/replaced items are in our property. Within the production for removal of defects/replacement we will use components that are new or reconditioned and meet the common industry standard. We are not accountable for defects that result from handling errors, unauthorized interference, modifications, extraneous cause, abuse, exposure to extremely high or low temperatures, neglect of necessary greasing and lacking attendance (e.g. replacing wear parts) or similar. The customer has the right of withdrawal, if we do not mend or replace within the customer’s grace period. We are liable for removal of defects/replacement to the same extends as for the original delivery item. For compensation deliveries the warranty period is renewed. We are not liable for defects that result from the customer’s documentation. Partial defects do not entitle the customer to reject the good. Incidentally claims for damages are not eligible, unless they are based on purpose or gross negligence. In this case we do not assure warranties according to law. Manufacturer warranty stays untouched. Warranty settlements do not apply for food articles.

10. Applicable Law, Place of Performance, Address for Service

German law applies. The UN Convention on Contracts for the International Sale of Goods is excluded.

Our place of performance is our head office. The address for service in case of disputes with those customers, who are registered traders, legal entities under public law or separate assets, is the court responsible for our head office. The same is true for customers who do not own a place of general jurisdiction in Germany or whose residence is unknown. We reserve the right to file a suit against the office or residence of the customer.

11. Severability Clause

If any provision or provisions of this agreement shall be held to be invalid, illegal, and unenforceable or in conflict with the law of any jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. A regulation that is completely or partially ineffective is superseded by the one that is the most economic.