term and conditions

1. General Information 
 
Our shipments, services and offerings are made solely based on these
general terms and conditions. 
These also apply to all future shipments, services and offers, even is this
applicability is not again expressly agreed upon. These GTCs are
considered accepted at the latest with the acceptance of our service and
services. 
Any contradicting customer purchasing conditions are hereby expressly
null and void. We expressly object to any conflicting confirmations by our
customers notifying of their own business or purchase conditions. 
Any deviating agreements with our employees as well as other
agreements are only valid if confirmed in writing by an authorised
representing employee of UMSA Handelsgesellschaft mbH. 

2. Offers and close of contract 
 
Our offers always remain subject to change and non-binding, i.e. they are
always to be understood as an invitation to submit an offer. Orders are
only considered as accepted once confirmed by us in writing or accepted
by us through delivery of the products ordered. In this case the delivery
note or the commercial invoice serves as the order confirmation. Purchase
order responses are not considered order confirmations. 

3. Prices and terms of payment  
 
Price lists and other advertising materials are subject to change and non-
binding. Prices are based on the current price list which may change at
any time. The prices shown are – unless otherwise specified – EURO
prices including the applicable statutory value added tax, plus shipping
and transport costs as well as shipping insurance for parcel shipment ex
works. For customer pick-up or cash on delivery (C.O.D.) orders the
purchase price is payable immediately and in cash. Any deviating payment
terms require a separate written agreement. Any payment is applied to
the oldest open invoice unless otherwise specified by UMSA
Handelsgesellschaft mbH. In the event of obvious miscalculations or
typing errors we are entitled to correction, including for invoices already
issued and paid by the customer in the amount of the original amount. 
Only unchallenged or legally established claims entitle the customer to an
offset. The customer is only entitled to assert a right to retention of goods
if the claims arise from the same contract. 
Default interest is charged at 6% above the respective base interest rate
of the European Central Bank. This is to be more or less if we can
substantiate a liability with a higher interest rate or if the customer proves
a liability with a lower interest rate. Any agreed discounts are not
honoured if the customer is in payment default for previous shipments. 
If the customer is in default, UMSA Handelsgesellschaft mbH is entitled to
repossess the product following overdue notice, or to enter the customer's
company and remove the product. UMSA Handelsgesellschaft mbH is
entitled to prohibit the customer from dispose of the product until the
purchase price has been settled. 
If the seller becomes aware of facts after the close of contract, particularly
payment defaults associated with previous shipments, which leave to
conclude with dutiful commercial discretion the claim for the purchase
price is jeopardized by the customer's lack in capacity, we are entitled to
demand from the buyer, with a reasonable payment period, matching
payment with delivery, corresponding securities or prepayment, and to
withdraw from the contract in the event this is refused, in which case any
invoices for partial shipments already made are due immediately. 

4. Delivery Times
 
Delivery times and dates are only binding if confirmed in writing by UMSA
Handelsgesellschaft mbH. Delivery times start with the time of
confirmation. 
Delivery and performance delays due to acts of God, war, revolts, strike,
lock-out or similar events out of our control initially result in an
appropriate extension of the delivery deadline, provided these
circumstances can be proven to have a significant impact on the delivery
of the goods sold. The listed circumstances suspend UMSA
Handelsgesellschaft mbH from its vendor liabilities received for the
duration of the hindrance. This also applies if such hindrances occur with
the supplier of UMSA Handelsgesellschaft mbH or their sub-suppliers. The
seller shall notify the buyer of the start and end of such hindrances as
soon as possible. The buyer may demand a statement from the seller
whether he wishes to withdraw or deliver within a reasonable period of
time. The seller himself is also entitled to withdraw from the contract
without such demand for a statement after a reasonable waiting period
has passed. If the seller does not promptly take statement to this
demand, the buyer is entitled to withdraw from the contract. In this event
there is no entitlement to compensation. 
In respect to timely delivery the seller is only liable for intent and gross
negligence in respect to his own fault and that of its agents. He is not
responsible for any fault of his own suppliers. Upon request the seller is,
however, obligated to transfer potential claims against his suppliers. 
In the event of shipment delays caused by the seller, if requested by the
seller, the buyer is obligated to a statement within a reasonable period of
time whether he still insists on a delivery or wishes to withdraw from the
contract due to the delay and/or demand compensation in place of the
service. 
For special items the delivery is only made while supplies last, once the
supply has been depleted the UMSA Handelsgesellschaft mbH service is
considered impossible and UMSA Handelsgesellschaft mbH is released
from its delivery commitment. We will notify the customer of the
unavailability of the item as soon as possible and refund return services as
soon as possible. No further claims shall be made. 

5. Transfer of risk and approval 
 
For products picked up by the customer the use and risk are transferred
no later than with the release to the buyer. For products shipped via
www.schutznetz.eu the risk is transferred with the product delivery by the
shipper or carrier to the recipient. Any and all services beyond preparation
for pick-up are mere courtesy. There is no entitlement hereupon nor does
UMSA Handelsgesellschaft mbH assume any liability. 
The product is loaded and shipped uninsured (except for parcel post) at
the risk of the recipient. The risk is transferred to the customer with the
notification of availability for pick-up, no later than with the preparation of
the product. 
The customer is responsible for obtaining shipping insurance. 
UMSA Handelsgesellschaft mbH will obtain shipping insurance for the
customer (except customer pick-up) – without obligation. The costs are
payable by the customer (cipher 3) 
Partial shipments shall be permitted to a reasonable extent. 
The customer is obligated to accept the product ordered, unless it shows
obvious technical defects. If the customer refuses a product ordered,
UMSA Handelsgesellschaft mbH is entitled to notify the customer of a
suitable respite in writing, explaining that upon expiration, UMSA
Handelsgesellschaft mbH will refuse to fulfil the contract. After
unsuccessful expiration of the respite, we are entitled to withdraw from
the contract by written notification or demand compensation. Respite is
not required if the customer seriously and conclusively refuses shipment,
or it is evident he will remain unable to pay the purchase price after the
expiration of respite. 
In the event we demand compensation as per the previous paragraph, it
shall be 15% of the agreed purchase price (profit margin). The amount of
damage is to be determined as higher or lower if we substantiate higher
damages or the customer substantiates lower damages. 

6. Retention of title 
 
The product shipped remains our absolute property until all - including
future - seller demands have been settled in full including interest and
expenses. It is to be stored separate from other goods. For revolving
accounts the retained property serves to secure the seller's balance
claims. This particularly applies to corporate bodies under public law, to
special assets under public law and merchants where the purchase
contract is part of commercial operations. 
The customer is obligated to insure the retained goods, and keep insured,
at his expense. In the event of an insurance claim he hereby transfers all
claims against the insurer to the full amount of our demand. In the event
third-parties access retained goods the buyer shall advise of the buyer's
property and immediately notify the seller. Failure to comply with both
constitutes a breach of contract obligating to compensation. 
The customer is authorised to resell the purchased product through proper
business transaction or to process it, provided we approve such in writing. 
If the buyer processes the retained good into a new, mobile product, such
processing is done for the seller without any obligations arising to him;
the new product becomes the seller's property. 
When processing together with goods not owned by the seller, the seller
obtains co-ownership in the new product proportionate to the value of the
retained goods to the other product at the time of processing. If the
retained good is combined, blended or mixed with goods not of the seller's
property pursuant to §§ 947, 948 BGB [German Civil Code] the seller
becomes a co-owner pursuant to the law. If the buyer obtains sole
ownership through combining, mixing or blending, he now already
transfers ownership to the buyer proportionate to the value of the
retained goods to the other goods at the time of combining, mixing or
blending. In these events the buyer shall store the good owned or co-
owned by the seller, which are also considered retained goods in the
sense of the above terms, at no charge. If retained goods are sold along
with or in conjunction with goods not owned by the seller, the buyer now
already, i.e. at the time of close of contract, transfers the claims arising
from the resale for the amount of the retained goods or, in the event of
reprocessing prior to resale, in the amount of the value of the seller's co-
ownership value with all ancillary rights and with the rank above all other
claims; the seller accepts this transfer. The value of the retained goods is
the seller's invoice amount. If the resold retained goods are co-owned by
the seller, then the transfer of claims extends to the amount
corresponding to the seller's equity in the co-ownership. Pawning or
chattel mortgaging the seller's property to third parties is not permitted.
As means of security, the buyer now already transfers any claims arising
from the resale or for other legal reasons (e.g. insurance – indispensable
action) pertaining to the retained goods (including any and all balance
claims from open accounts, etc.) to the seller to their full extent. 
The seller precariously authorises the buyer to collect the claims
transferred to the seller for their invoice in their own name. 
The seller will not make use of its own authorisation to collect so long as
the buyer satisfies his payment obligations, including to third parties. At
the sellers request the buyer shall disclose the debtors of transferred
claims and to notify these of the transfer; the seller is authorised to also
notify the debtors of the transfer himself. 
If the value of the securities exceeds our claims by more than 20% , we
shall surrender securities of our choice upon request. 
Any breach of contract by the customer – particularly payment default or
other violations of its obligations from the retention of title – we are
entitled to demand the retained goods without impact on any of our other
claims and, following written notification with a reasonable deadline,
demand the goods, and to sell them as best possible under deduction of
the realised profit from the purchase price. Any costs for the redemption
and the realisation of the object of agreement are payable by the
customer. Our exercising the retention of title in the event the customer
does not satisfy his obligations does not represent a withdrawal from the
contract, unless it is a non-commercial instalment business. In this event
the consumer credit provisions apply. 
In the event payments are ceased and / or a petition to open an
insolvency process, the entitlement to resell, to use or install the retained
goods is voided, as well as the authorisation to collect the transferred
claims. This does not apply to the rights of the liquidator. 

7. Warranty / transport damage 
 
The customer is obligated to promptly inspect the goods for potential
transport damage at the time of receipt and to notify the deliverer (postal
service, illox, DPD, freight forwarder, etc.) of such. Any subsequent object
is not accepted.
The customer is obligated to immediately inspect the delivered goods for
obvious defects which the average customer would notice without further
ado. This also applies in regard to the completeness of the shipment. A
notification of obvious defects is to be submitted in writing without two
weeks of the delivery. A violation of the inspection and notification
obligation deems the goods as approved in consideration of the respective
defect. The examination and notification obligations for merchants
pursuant to § 377 HGB [German Commercial Code] remain untouched by
this. 
For consumers the warranty period for new products is two years from the
time the goods are transferred. For customers who are not consumers it is
one year.
Used products are sold to consumers with a warranty period of one year
from the time of release of goods. There is no warranty extended to
customers who are not consumers. Such exclusion does not apply to a
lack of assured properties, fraudulent concealment of a defect, or if and
when warranty was issued 
The legal warranty periods for indemnity claims remain untouched by the
stipulations of paragraphs 3 and 4.
In the event of a transfer of warranty, a warranty on the condition of the
product or in the event of fraudulent concealment of a defect remains
untouched by the above provisions. The same applies to the regulations of
§§ 478, 479 BGB [German Civil Code] on the entrepreneur's recourse
against the supplier.
If the caveat emptor are not effective, the following applies: in the event
of defective goods we are entitled to remedy or replace at our discretion.
In this event the customer shall enquire from UMSA Handelsgesellschaft
mbH whether remedy or replacement shall take place. UMSA
Handelsgesellschaft mbH shall notify the customer of this as soon as
possible. The customer is only entitled to withdraw from the contract or
demand a reduction in the purchase price if he has set UMSA
Handelsgesellschaft mbH a reasonable time limit to remedy or replace and
this has expired to no avail or refuses remedy or replacement. 
Claims can only be acknowledged if the original packaging with the
original shipping labels and the defective equipment itself are provided.
8. Schadensersatzansprüche
8. Indemnity claims 
 
Claims for compensation and reimbursement of expenses (hereafter:
indemnity claims) made against us as well as against our supply and
execution agents, regardless of the legal cause, particularly due to
violation of obligations from a contractual obligations and in tort,
particularly also for indirect or subsequent damages, are excluded. This
does not apply in the case of mandatory liability, particularly in the case of
injury to life, body or health. 
An indemnity claim for the breach of vital contractual obligations shall be
limited to losses foreseeable and typical for this type of contract. 
If indemnity claims are made against us, our fulfilment and execution
agents, the statute of limitations for such is one year following the
delivery of the equipment, provided the claims are not based on intent. 

9. Service terms 
 
A copy of your purchase invoice is required to verify your benefits. If you
are unable to provide this proof, the goods will be returned to you against
an administrative charge and freight collect. The warranty is null and void
if the manufacturer or identification labels are missing. 
Description of the defect: 
For equipment sent to us without a detailed description of error
("defective" or "for repair" are insufficient) UMSA Handelsgesellschaft mbH
is entitled to choose between performing a diagnostics check against
charge or return the item without repair and charging an administrative
fee as per our price list. 
False claims: 
In the event of false claims (no error can be detected, probably user
error) the item is returned against an administrative fee as per our price
list, or a credit memo is issued minus the expenses incurred. 
Transport costs: 
Transport and insurance costs for legitimate warranty returns to UMSA
Handelsgesellschaft mbH are payable by the sender. Collect shipments are
refused for organisational reasons. 

10. Place of fulfilment, jurisdiction and applicable law. 
 
These commercial terms and conditions and the entire legal relationship
between UMSA Handelsgesellschaft mbH and the customer are subject to
the laws of the Federal Republic of Germany. CISG does not apply. 
If the customer is a merchant and the close of contract is a part of his
business operations, the place of fulfilment for shipment and payment is
Hagenow. For any and all current and future claims arising from business
relationships with merchants the sole jurisdiction is Hagenow. The same
jurisdiction applies if the customer does not have a domestic general place
of jurisdiction, changes his residence or habitual residence to outside of
this country after the close of contract, or his residence or habitual
residence is unknown at the time an action is filed.

11. Data Protection 
 
UMSA Handelsgesellschaft mbH is entitled to process customer data
received in reference to or associated with this business relationship,
regardless if received from the customer or third parties, in terms of the
Federal Data Protection Act. This notice replaces the notification pursuant
to the Federal Data Protection Act, that personal information about the
customer is stored and processed via information systems. 

12. Final Provisions 
 
In the event individual clauses of these commercial terms and conditions
are void, cannot be executed, or contain loopholes, the remainder of the
clauses remain untouched. The parties agree to then reach an agreement
which comes closest to the intentions.