Terms of Sales and Delivery
4793 Bogø By, Denmark
CVR No..: DK 31498856
Ucomposites Unipessoal Lda
Rua Agostinho Moreira da Costa Gonçalves nº 607
4785-123 Trofa, Portugal
1. Dispatch, Packaging and Delivery
Delivery is deemed to have taken place upon dispatch of the purchased goods from the factory of Ucomposites. Regardless of whether Ucomposites or purchaser is responsible for transportation of the purchased goods from factory to purchaser or to assembly point, delivery has taken place and the risk for the purchased goods passed to the purchaser once loaded onto a van or other means of transport at the factory.
Ucomposites deliver ex works and carriage is therefore to be paid by purchaser unless otherwise agreed.
2. Packaging Bearers
The prices of Ucomposites do not include packaging. The wooden pallets will be refunded by 80% of the invoice amount if returned undamaged and free of charge.
Ucomposites is entitled to over/underdeliver by +/- 20% of the order.
Unless otherwise agreed, the quotations of Ucomposites will remain valid for 30 days. Price lists may be changed by Ucomposites without prior notice. Any such changes will also affect received orders that have still not been confirmed.
Orders not comprised by binding quotations will be invoiced at the price in force on the day of delivery.
5. Payment and Interest on overdue Payments
Unless otherwise agreed and subject to status, the goods delivered must be paid for within 30 days of the invoice date. With effect from the date of invoice, the purchaser shall, if payment is not made in due time, pay an interest of 1.5% on the overdue amounts for every month, or part of a month exceeding the date of invoice. All payments shall be made to Ucomposites at their business address.
Unless Ucomposites have expressly promised a fixed period or a fixed deadline for the delivery, Ucomposites make deliveries shortly before or after the delivery periods or delivery deadlines indicated by Ucomposites, insofar as that is adequate and reasonable for the Buyer. Ucomposites shall be entitled to make partial deliveries in the period until the agreed date of delivery, if Ucomposites give timely notice thereof to the Buyer and to the extent partial deliveries are reasonable for the Buyer.
Furthermore, our delivery obligations shall be subject to the reservation that Ucomposites receive punctual and correct supplies from our pre-suppliers. If supplies to be made to us are not made correctly, Ucomposites shall be entitled to secede from the delivery obligations assumed under the contract with the Buyer. Ucomposites will, however, immediately notify the Buyer about the non-availability and immediately reimburse any considerations which Ucomposites might have received from the Buyer.
The Buyer will be informed in due time by email in case of any interruption in delivery.
If Ucomposites is default of delivery or service or if Ucomposites become unable to perform a delivery or service, regardless of the reason, our liability shall be limited to damage which is typical for the contract and foreseeable by applying customary care.
7. Return of Goods
Return of goods may take place only with the written acceptance of Ucomposites. To return items, the Buyer must notify Ucomposites of their decision by e-mail (firstname.lastname@example.org ). To enable Ucomposites to identify the order, please provide full name and contact details, order number as well as indicate the items the Buyer wish to return. Once Ucomposites have received the Buyers return request and approved it, the Buyer will receive further guidance and conditions for return.
8. Comprehensive retention of title
The retention of title agreed below serves to secure all respectively existing current and future claims of Ucomposites against the Buyer arising from the delivery relationship existing between the contracting parties including balance claims arising from a current account relationship limited to this delivery relationship.
The goods delivered by Ucomposites to the Buyer shall remain the property of Ucomposites until full payment of all secured claims. The goods as well as the goods covered by the retention of title taking their place according to the following provisions are hereinafter referred to as “Goods subject to Retention of Title”.
The Buyer shall store the Goods subject to Retention of Title for Ucomposites free of charge.
The Buyer shall be entitled to process and sell the Goods subject to Retention of Title in the ordinary course of business until the case of realization occurs. Pledges and chattel mortgages are not permitted.
If the Goods subject to Retention of Title are processed by the Buyer, it is agreed that the processing shall be carried out in the name and for the account of Ucomposites as manufacturer and that Ucomposites shall directly acquire ownership or – if the processing is carried out from materials of several owners or if the value of the processed item is higher than the value of the Goods subject to Retention of Title – co-ownership (fractional ownership) of the newly created item in the ratio of the value of the Goods subject to Retention of Title to the value of the newly created item. In the event that no such acquisition of ownership should occur on the part of Ucomposites, the Buyer hereby assigns its future ownership or – in the above ratio – co-ownership of the newly created item to the as security. If the Goods subject to Retention of Title are combined or inseparably mixed with other items to form a single item and if one of the items is to be regarded as the main item, so that Ucomposites or the Buyer acquires sole ownership, the party to whom the main item belongs shall transfer to the other party pro rata co-ownership of the single item in the ratio specified in sentence 1 above.
In the event of resale of the Goods subject to Retention of Title, the Buyer hereby assigns to Ucomposites by way of security the claim against the purchaser arising therefrom – in the event of co-ownership of Ucomposites in the reserved goods, in proportion to the co-ownership share. The same applies to other claims that take the place of the Goods subject to Retention of Title or otherwise arise with regard to the Goods subject to Retention of Title, such as insurance claims or claims in tort for loss or destruction. Ucomposites revocably authorizes the Buyer to collect the claims assigned to Ucomposites in its own name. Ucomposites may revoke this authorization only in the event of liquidation.
If third parties access the Goods subject to Retention of Title, esp. by seizure, the Buyer shall immediately notify them of Ucomposites’s ownership and inform Ucomposites thereof in order to enable Ucomposites to enforce its ownership rights. If the third party is not in a position to reimburse Ucomposites for the judicial or extrajudicial costs incurred in this connection, the Buyer shall be liable to Ucomposites for this.
Ucomposites shall release the Goods subject to Retention of Title as well as the items or claims replacing them to the extent that their value exceeds the amount of the secured claims by more than 50%. The selection of the items to be released thereafter shall be made by Ucomposites.
If Ucomposites rescinds the contract in the event of a breach of contract by the Buyer – in particular in the event of default of payment – (case of liquidation), he is entitled to demand the return of the Goods subject to Retention of Title.
9. Liability for Defects, Product Liability and Renunciation of Liability and complaint
Provided that the contracted terms of payment are observed, that the purchased goods are stored, installed, used and maintained correctly, Ucomposites will, for a period of 1 year commencing on the day of delivery, undertake to supply replacements. The defective goods are to be returned to Ucomposites upon request. Purchaser is not entitled to submit remedies for defective performance other than the above, and Purchaser is not therefore entitled to cancel the purchase, claim a proportionate reduction or a compensation for any form of loss or expense caused by a defect. The above liability of Ucomposites to replace or repair is solely related to supplying replacements and Ucomposites shall not be under any liability whether in contract or otherwise resulting from defects and a subsequent supply of replacements or repair of the goods.
Ucomposites is only liable for bodily injury caused by a defect in the product delivered by Ucomposites to the extent that this results from mandatory product liability. The liability of Ucomposites relates solely to the products delivered by Ucomposites thus excepting products that may be manufactured or partly manufactured of the products delivered by Ucomposites. Ucomposites is not liable for damage caused to property by the products of Ucomposites. In the event that the products of Ucomposites is used as components, ingredients or as whole parts in the production of a new product, Ucomposites is not liable for losses following a situation where the manufactured products would have to be discarded, repaired or become more expensive to manufacture or to machine or become decreased in value as a consequence of defective goods delivered by Ucomposites.
It further applies that Ucomposites can never be responsible for loss of profits, loss of time or any other indirect losses.
Purchaser is liable to inspect the goods upon receipt and make immediate complaints in the event of defective goods. If this is not complied with, any claims against Ucomposites will lapse after one year from the delivery of the goods to purchaser.
Purchaser is liable to indemnify Ucomposites to such an extent that Ucomposites is made liable to a third party for such damage and losses for which Ucomposites is not responsible to purchaser.
10. Applicable Law and Venue
Any disputes between the parties which cannot be resolved amicably, are to be settled according to Danish law by the ordinary Danish courts. Cases are to be brought before the home court of Ucomposites.
In the event that a claim for damage or loss allegedly caused by the goods delivered is being brought against Ucomposites, the purchaser is obliged to letting himself be sued by Ucomposites at the same court.
11. Right of withdrawal
The right of withdrawal does not apply on products and services purchased from Ucomposites.