Upat Vertriebs GmbH

General Terms and Conditions

I. Scope of Application

All our deliveries, services and offers are made exclusively on the basis of these General Terms and Conditions (GTC). These GTC form an integral part of all contracts that we conclude with our contractual partners (hereinafter also referred to as the “Customer”) concerning the deliveries or services offered by us. They shall also apply to all future deliveries, services or offers made to the Customer, even if they are not agreed separately again.
Terms and conditions of the Customer or of third parties shall not apply, even if we do not separately object to their validity in individual cases. Even if we refer to a letter containing or referring to terms and conditions of the Customer or a third party, this shall not constitute an agreement to the validity of such terms and conditions.
We sell exclusively to commercial customers (businesses as defined in Section 14 of the German Civil Code (BGB)).

II. Offer, Order Confirmation and Conclusion of Contract, Call-Off Orders

All our offers are subject to change and non-binding unless they are expressly designated as binding or contain a specific acceptance period. Unless the Customer offers us a longer period for acceptance, we may accept orders or purchase orders within 4 weeks of receipt.
A contract based on the Customer's order shall be formed upon our written order confirmation or upon delivery of the goods. For the purposes of these General Terms and Conditions, "written" includes text form, such as e-mail, fax, computer-generated letters and telegrams.
Unless otherwise agreed between the parties in at least text form, the following shall apply: the contract referred to above, including these GTC, shall constitute the sole basis of the legal relationship between us and the Customer. It fully reflects all agreements between the contracting parties concerning the subject matter of the contract. Oral commitments made by us prior to the conclusion of this contract are legally non-binding, and oral agreements between the contracting parties are superseded by the contract referred to above.
Where the parties have agreed a written-form requirement, any amendment to or modification of the agreements concluded between them, including these General Terms and Conditions, shall be effective only if made in writing. In all other cases, amendments and additions shall require at least text form.
Information relating to the subject matter of the delivery or service (such as weights, dimensions, utility values, load capacities, tolerances and technical data), as well as representations thereof (such as drawings and illustrations), shall be deemed approximate only unless exact conformity is required for the intended contractual purpose. Such information does not constitute guaranteed characteristics or specifications but merely descriptions or identifications of the delivery or service. Customary trade deviations, deviations resulting from legal requirements or technical improvements, and the replacement of components with equivalent parts shall be permissible, provided that they do not impair the suitability of the delivery or service for the intended contractual purpose.
We reserve all ownership rights and copyrights in all offers and quotations submitted by us, as well as in all drawings, illustrations, calculations, brochures, catalogues, models, tools and other documents and materials made available to the Customer. Without our express consent, the Customer may neither make these items, as such or in terms of their content, accessible to third parties, disclose them, use or reproduce them itself or through third parties. At our request, the Customer must return these items to us in full and destroy any copies made if they are no longer required by it in the ordinary course of business or if negotiations do not result in the conclusion of a contract. This does not apply to the storage of electronically provided data for customary data-backup purposes.
In the case of call-off orders, the goods must be called off no later than within 6 months after the order is placed. If the goods are not called off within this period, we shall be entitled to invoice the purchase price. From the date on which the goods are invoiced, we shall be entitled to charge storage costs for making them available, at the rate then applicable in the freight-forwarding industry.

III. Terms of Payment

Our invoices are due for payment 30 days after the invoice date without any deduction, unless otherwise agreed in writing. If payment is made within 10 days after the invoice date, we grant a 2% cash discount. The date on which payment is received by us shall be decisive for the date of payment. Payments shall always be credited against the oldest invoice due.
If the payment period is exceeded, we shall be entitled, from that time and without a reminder, to charge interest at the statutory rate. This interest rate shall be increased if we prove that we are charged a higher interest rate. The right to claim further damages in the event of default remains unaffected.
If, after the order has been placed, the Customer’s financial circumstances materially deteriorate, or if a deterioration in the Customer’s financial circumstances that occurred previously only becomes known to us after the order has been placed, we shall be entitled, at our discretion, to demand either advance payment or the provision of security.
Payments by bill of exchange require prior written agreement. No cash discount shall be granted for payments made by bill of exchange.
The Customer may set off only claims that are undisputed or have been finally adjudicated. The same applies to rights of retention. The assignment of claims of the Customer against us is excluded.

IV. Delivery and Delivery Time / Place of Delivery

DAP shall apply to deliveries within the Federal Republic of Germany.
As a general rule, we deliver our goods only to addresses within the Federal Republic of Germany.
Periods and dates for deliveries and services indicated by us shall always be approximate only, unless a fixed period or fixed date has expressly been promised or agreed. If shipment has been agreed, delivery periods and delivery dates, unless expressly stated otherwise by us, refer to the time of handover to the freight forwarder, carrier or other third party commissioned with transport.
Without prejudice to our rights arising from default by the Customer, we may require the Customer to agree to an extension of delivery and performance periods or a postponement of delivery and performance dates by the period during which the Customer fails to comply with its contractual obligations towards us.
We shall not be liable where delivery becomes impossible, nor for delays in delivery, to the extent that such impossibility or delay is caused by force majeure or other events that were not foreseeable at the time the contract was concluded (e.g. operational disruptions of any kind, difficulties in procuring materials or energy, transport delays, strikes, lawful lockouts, shortages of labour, energy or raw materials, difficulties in obtaining necessary official approvals, pandemics or epidemics, official measures, or failure to receive supplies, or receipt of incorrect or untimely supplies, from suppliers despite a congruent covering transaction concluded by the seller) for which we are not responsible. If such events materially impede or render impossible our delivery or performance and the impediment is not merely temporary, we shall be entitled to withdraw from the contract. In the event of impediments of a temporary nature, the delivery or performance periods shall be extended, or the delivery or performance dates postponed, by the duration of the impediment plus a reasonable start-up period. If, as a result of the delay, the Customer cannot reasonably be expected to accept the delivery or service, the Customer may withdraw from the contract by giving us written notice without undue delay.
We are entitled to make partial deliveries provided that:
- the partial delivery can be used by the Customer for the contractually intended purpose,
- delivery of the remaining goods ordered is assured, and
- this does not result in substantial additional expenditure or additional costs for the Customer (unless we agree to bear such costs).
If we are in default with a delivery or service, or if a delivery or service becomes impossible for us, irrespective of the reason, our liability for damages shall be limited in accordance with Section X. of these GTC.

V. Shipment, Packaging, Acceptance

The method of shipment and packaging shall be at our reasonable discretion exercised in accordance with our obligations. Special requests of the Customer (e.g. expedited shipping, special packaging, engagement of a specific freight forwarder) shall be considered provided that any additional costs incurred are borne by the Customer.
Storage costs after the passing of risk shall be borne by the Customer. Where storage is provided by us, the storage costs shall amount to (0.25)% of the invoice value of goods to be stored per completed week. The right to claim and prove higher or lower storage costs remains reserved.
We shall insure the shipment against theft, breakage, transport, fire and water damage or other insurable risks only at the express request and expense of the Customer.
Where acceptance is required, the purchased item shall be deemed accepted if
- delivery has been completed,
- we have notified the Customer thereof, drawing attention to the deemed acceptance under this Section V., and have requested the Customer to accept the item,
- 12 working days have elapsed since delivery, or the Customer has begun using the purchased item (e.g. has put the delivered installation into operation) and, in that case, 6 working days have elapsed since delivery, and
- the Customer has failed to declare acceptance within such period for any reason other than a defect notified to us that renders the use of the goods impossible or materially impairs such use.

VI. Warranty

The Customer may not derive any rights from a defect in our delivery or service insofar as there is merely an insignificant reduction in the contractually agreed quality.
The warranty period is one year from delivery or, where acceptance is required, from acceptance. This period does not apply to claims for damages by the Customer arising from injury to life, body or health or from intentional or grossly negligent breaches of duty by us or our vicarious agents, each of which shall become time-barred in accordance with the statutory provisions.
Goods bearing a use-by date may be used only until that date expires.
The delivered items must be carefully inspected without undue delay after delivery to the Customer or to the third party designated by it. With regard to obvious defects or other defects that would have been detectable upon an immediate, careful inspection, they shall be deemed approved by the Customer unless we receive written notice of defect within (seven) working days after delivery. With regard to other defects, the delivery items shall be deemed approved by the Customer unless we receive notice of defect within (seven) working days after the time at which the defect became apparent; however, if the defect was already apparent at an earlier time during normal use, that earlier time shall be decisive for the commencement of the notification period. At our request, a delivery item complained of must be returned to us carriage paid. In the event of a justified notice of defect, we shall reimburse the costs of the least expensive method of shipment; however, this shall not apply to the extent that such costs increase because the goods are located at a place other than their intended place of use.
In the event of material defects in the delivered items, we shall initially be obliged and entitled, at our discretion to be exercised within a reasonable period, to remedy the defect or make a replacement delivery. In the event of failure, i.e. impossibility, unreasonableness, refusal or unreasonable delay in remedying the defect or making a replacement delivery, the Customer may withdraw from the contract or reasonably reduce the purchase price.
If a defect is attributable to fault on our part, the Customer may claim damages subject to the conditions set out in Section X.
In the case of defects in components of other manufacturers that we are unable to remedy for licensing or factual reasons, we shall, at our discretion, assert our warranty claims against the manufacturers and suppliers for the account of the Customer or assign such claims to the Customer. Warranty claims against us in respect of such defects shall exist, subject to the other requirements and in accordance with these GTC, only if judicial enforcement of the aforementioned claims against the manufacturer and supplier has been unsuccessful or is futile, for example due to insolvency. For the duration of the legal proceedings, the limitation period for the relevant warranty claims of the Customer against us shall be suspended.
The warranty shall cease to apply if, without our consent, the Customer modifies the delivery item or has it modified by third parties and this makes remedying the defect impossible or unreasonably difficult. In all cases, the Customer shall bear the additional costs of remedying the defect resulting from the modification.
Any delivery of used items agreed with the Customer in an individual case shall be made with all warranty for material defects excluded.

VII. Withdrawal in the Event of Breach of Duty

The Customer shall have no statutory right of withdrawal due to non-performance or performance not in accordance with the contract if we are not responsible for the breach of duty.
The preceding Clause 1 shall not apply where special agreements give the Customer a right of withdrawal irrespective of fault. Furthermore, the preceding Clause 1 shall not apply in the event of a defect in the goods. In such case, the statutory rules governing sales law shall apply unless otherwise provided in these GTC.

VIII. Intellectual Property Rights

In accordance with this Section, we warrant that the delivery item is free from third-party industrial property rights or copyrights. Each contracting party shall notify the other contracting party in writing without undue delay if claims are asserted against it due to infringement of such rights.
If the delivery item infringes an industrial property right or copyright of a third party, we shall, at our discretion and expense, modify or replace the delivery item so that third-party rights are no longer infringed while the delivery item continues to fulfil the contractually agreed functions, or procure for the Customer a right of use by concluding a licence agreement with the third party. If we fail to do so within a reasonable period, the Customer shall be entitled to withdraw from the contract or reasonably reduce the purchase price. Any claims for damages by the Customer shall be subject to the limitations of Section X. of these GTC.
In the event of infringements by products of other manufacturers supplied by us, we shall, at our discretion, assert our claims against the manufacturers and upstream suppliers for the account of the Customer or assign such claims to the Customer. Claims against us shall exist in such cases in accordance with this Section only if judicial enforcement of the aforementioned claims against the manufacturers and upstream suppliers has been unsuccessful or is futile, for example as a result of insolvency.

IX. Retention of Title

The goods delivered by us to the Customer shall remain our property until all secured claims have been paid in full. The goods and the goods replacing them in accordance with the provisions set out below and covered by the retention of title, are hereinafter referred to as “Retained Goods”.
The Customer shall hold the Retained Goods in custody for us free of charge.
The Customer shall be entitled to process and sell the Retained Goods in the ordinary course of business until the enforcement event occurs. Pledges and transfers by way of security are not permitted.
If the Retained Goods are processed by the Customer, it is agreed that such processing shall be carried out in our name, on our behalf and for our account as manufacturer, and that we shall acquire immediate ownership of the newly created item or — if the processing involves materials belonging to several owners or the value of the processed item is higher than the value of the Retained Goods — co-ownership (fractional ownership) of the newly created item in the ratio of the value of the Retained Goods to the value of the newly created item. Should no such acquisition of ownership by us occur, the Customer hereby transfers to us by way of security its future ownership interest or — in the above proportion — its future co-ownership interest in the newly created item. If the Retained Goods are combined with other items to form a single item or are inseparably mixed with other items, and one of the items is to be regarded as the principal item, with the result that either we or the Customer acquires sole ownership, the party owning the principal item shall transfer to the other party a proportionate co-ownership interest in the single item in the ratio specified in sentence 1.
In the event of resale of the Retained Goods, the Customer hereby assigns to us by way of security the resulting claim against the purchaser — in the case of co-ownership of the Retained Goods, proportionately in accordance with the co-ownership share. The same shall apply to other claims that take the place of the Retained Goods or otherwise arise in respect of the Retained Goods, such as insurance claims or claims in tort in the event of loss or destruction. We revocably authorise the Customer to collect in its own name the claims assigned to us. We may revoke this collection authorisation only upon the occurrence of the enforcement event.
If third parties seize or otherwise take action against the Retained Goods, in particular by attachment, the Customer shall immediately inform them of our ownership and notify us thereof in order to enable us to enforce our ownership rights. Insofar as the third party is unable to reimburse us for the judicial or extrajudicial costs incurred in this connection, the Customer shall be liable to us for such costs.
We shall release the Retained Goods and any items or claims replacing them insofar as their value exceeds the amount of the secured claims by more than 50%. We shall determine which items are to be released.
If, due to a breach of contract by the Customer—in particular, default in payment—we withdraw from the contract (enforcement event), we shall be entitled to demand the return of the Retained Goods.

X. Liability for Damages Based on Fault

Liability for damages, irrespective of the legal basis, in particular arising from impossibility, delay, defective or incorrect delivery, breach of contract, breach of duties in contractual negotiations and tort, shall, insofar as fault is relevant in each case, be limited in accordance with this Section X.
We shall not be liable in the event of ordinary negligence on the part of our corporate bodies, legal representatives, employees or other vicarious agents, unless material contractual obligations are breached. Material contractual obligations are the obligation to deliver and install the delivery item on time, its freedom from defects in title and from such material defects as impair its functionality or fitness for use to more than an insignificant extent, as well as advisory, protective and custodial duties intended to enable the Customer to use the delivery item in accordance with the contract or intended to protect the life or physical integrity of the Customer’s personnel or to protect the Customer’s property against substantial damage.
Insofar as we are liable in principle for damages pursuant to Section X Clause 2, such liability shall be limited to damage that we foresaw at the time the contract was concluded as a possible consequence of a breach of contract or that we should have foreseen had we exercised the degree of care customary in business. Indirect damage and consequential damage resulting from defects in the delivery item shall, moreover, be recoverable only insofar as such damage is typically to be expected when the delivery item is used for its intended purpose. The foregoing provisions of this Section X Clause 3 shall not apply in the event of intentional or grossly negligent conduct by members of our governing bodies or senior executives.
The foregoing exclusions and limitations of liability shall apply to the same extent for the benefit of our corporate bodies, legal representatives, employees and other vicarious agents.
Insofar as we provide technical information or advice and such information or advice does not form part of the contractually agreed scope of services owed by us, it shall be provided free of charge and with all liability excluded.
The limitations of this Section X shall not apply to liability for intentional conduct, for guaranteed characteristics, for injury to life, body or health, or under the German Product Liability Act (Produkthaftungsgesetz).

XI. Returns of Goods

Goods shall be taken back or exchanged only if, before the Customer returns the goods, we have expressly agreed to the return or exchange. Return shipment shall be at the Customer’s expense.

XII. Compliance and Russia Sanctions

The Customer undertakes to adhere to the principle of strict legality in all actions, measures, contracts and other transactions.
The Customer shall not sell, export or re-export, directly or indirectly, to the Russian Federation or for use in the Russian Federation any goods supplied under or in connection with the contract that fall within the scope of Article 12g of Council Regulation (EU) No 833/2014.
The Customer shall use its best efforts to ensure that the purpose of Clause 2 above is not frustrated by any third parties further down the commercial chain, including by possible resellers.
The Customer shall set up and maintain an adequate monitoring mechanism to detect conduct by any third parties further down the commercial chain, including by possible resellers, that would frustrate the purpose of Clause 2 above.
Any violation of Clauses 2, 3 or 4 above shall constitute a material breach of an essential element of the individual supply contracts, and we shall be entitled to seek appropriate remedies, including, but not limited to:
1. the immediate cessation of further deliveries; and
2. termination, at any time and without prior notice, of supply contracts and all other contracts insofar as they have not yet been fully performed.
3. requiring the Customer to pay a contractual penalty, the amount of which shall be determined by a court in the individual case.
The Customer shall immediately inform us about any problems in applying Clauses 2, 3 or 4 above, including any relevant activities by third parties that could frustrate the purpose of Clause 2 above. The Customer shall make available to us information concerning compliance with the obligations under Clauses 2, 3 and 4 above within two weeks of our request for such information.

XIII. Place of Jurisdiction

If the Customer is a merchant (Kaufmann), a legal person under public law, a special fund under public law, or does not have a general place of jurisdiction in the Federal Republic of Germany, the place of jurisdiction for all disputes arising out of the business relationship between us and the Customer shall, at our option, be either our registered office or the Customer's registered office. However, in such cases, our registered office shall be the exclusive place of jurisdiction for actions brought against us. Mandatory statutory provisions concerning exclusive places of jurisdiction shall remain unaffected by this provision.
The relationship between us and the Customer shall be governed exclusively by the law of the Federal Republic of Germany. The Convention on Contracts for the International Sale of Goods (UN Sales Convention) of 11 April 1980 (CISG) shall not apply.
Insofar as the contract or these GTC contain gaps in their provisions, those legally effective provisions shall be deemed agreed for the purpose of filling such gaps which the contracting parties would have agreed in accordance with the economic objectives of the contract and the purpose of these GTC had they been aware of the gap.

Version: August 2026

Upat Vertriebs GmbH
Bebelstraße 11, 79108 Freiburg im Breisgau