General Terms and Conditions
of Uniplanes GmbH
Status as of 01.12.2020
1.1. The following general terms and conditions are applied to all deliveries and performances concluded between Uniplanes GmbH, called UP GmbH in the following, and the customer. All deliveries and performances including future ones are based on these terms and conditions. At the latest, upon acceptance of the object of agreement by the customer these terms and conditions are agreed to.
Terms and conditions of the contracting entity are disagreed on hereby. Even when not explicitly disagreed on by UP GmbH after receiptthey are not accepted.
1.2. Alterations or additions to the contract require written form. Commitments of representatives require written acknowledgment by UP GmbH.
1.3. Rights of the customer from this contract are not to be assigned to a third party.
2.1. Offers are without obligation and are exclusively binding when made in written form and explicitly marked as binding in the text. Documents attached to the offers are information serving the customer and have to be returned if requested by UP GmbH. In the offer surcharges for expenses, insurances and incoming freights for obtaining parts are declared by UP GmbH.
2.2. In case UP GmbH considers additional works necessary it can be processed without agreement from the customer provided it concerns measures for maintenance or regeneration of the road worthiness resp. air worthiness of the object of agreement; or the final cost of the binding offer is not exceeded by more than 10%.
3.1. In case no price was fixed UP’s respectively valid hourly wage rates for incurred operating hours as well as respectively valid material prices resp. spare parts are applicable. These prices are ex-works of UP GmbH. As regulated by law respective value-added tax is added. UP GmbH is authorized to charge additional costs for special packing.
3.2. In case not agreed on otherwise invoiced have to be settled immediately without discount. Default interests add up to 8 percentage points (business people) resp. 5 percentage points (consumers) above the base rate according to § 247 BGB. An offsetting with counterclaims by the customer is excluded unless the counter claim is determined undisputable or legally binding. The same is applicable for possible rights of retention of the customer.
3.3. Checks, money-orders or comparable means of payment are accepted by UP GmbH exclusively as payment. In such cases payment is valid upon a discretionary credit note. Full allowances and charges have to be settled by the customer.
3.4. Agreed currency conversions are subject to the conversion rate of the previous month concerning performance / delivery issued by the German Federal Ministry for Finances
3.5. UP GmbH is entitled to request an appropriate advance payment with the placement of the order.
4.1. Acceptance is made at the sport airfield in Oldenburg/Hatten, Hatter Landstraße 14, D-26209 Hatten, Germany or at a place of acceptance agreed on by both parties. There is no obligation to inspect the collector’s power of attorney as well as his/her license to fly. Moreover, the acceptance is valid when the customer delays the acceptance of the subject by more than 2 weeks.
4.2. In case special conditions are required to be inspected with partial delivery it is carried out at the location of UP GmbH. Expenses of the acceptance are paid by UP GmbH. All remaining expenses especially travelling and other expenses possibly required for the inspecting official have to be settled by the customer. When the customer declines acceptance at the delivery plant the goods are considered accepted upon leaving the plant.
The customer creates a default in acceptance if he does not acknowledge the reported date of delivery within 7 days in written form resp. indicates his/her own delivery / pickup date which is at the latest 30 days after the delivery date named by UP GmbH. The deadlines are calculated by the proof of receipt indicated by manufacture resp. indicating the delivery date to the customer. If pickup has not been made after the expiration of the deadlines UP GmbH is authorized to charge appropriate storage and holding fees. UP GmbH is authorized to appropriately store and hold the objects of agreement otherwise.
6.1. Perils are transferred to the customer with acceptance at the sport airfield Oldenburg/Hatten, Hatter Landstraße 14, D-26209 Hatten, Germany; however at the latest when the object of agreement are transferred at the plant of UP GmbH (Incoterms EXW – EX-Works) or leaves the plant subject to order of the customer or if the same is in default of acceptance (see pt. 5). Perils are also transferred when the objects of agreement are transferred by UP GmbH.
6.2. With the delivery of the goods the invoice and peril is a matter of the customer.
7.1. Warranty includes a corresponding correctness based on the status of technique of installed spare-, accessory- and replacement parts.
7.2. If there is a defect UP GmbH is entitled to eliminate the defect twice or manufacture a new good resp. deliver a defect-free good. The customer is only given a right for a reduction in price or contract cancellation when the supplementary performance has failed definitively.
7.3. Recognizable defects have to be reported within two weeks following acceptance of the contracted good in written form. In case the report remains undone the claim expires. For other defects this deadline is applicable starting with its recognizability.
7.4. The limitation status of defect claims is two years independent from the number of operating hours for all deliveries and performances and starts with the acceptance of the object of agreement.
As far as it is legally correct the UP GmbH can subrogate its defect claims adverse
presuppliers to the customer. The legally binding subrogation releases UP GmbH from claims for defects.
7.5. In case UP GmbH regulates the defect claims of the customer with his/her consent adverse the supplier, UP GmbH is entitled to require reimbursement of accruing costs by the customer.
7.6. Pre-owned replacement goods are entitled for a warranty of 1 year.
7.7. Claims for defects are not valid for defects caused by modifications or alterations of the object of agreement by the customer or a third party.
7.8. When UP GmbH or legal representatives or vicarious agents cause a breach of duty, they only accept liability to adjust damages when there is a deliberate or grossly negligent breach of duty – even when caused by a legal representative or a vicarious agent. This limitation of liability does not apply with injuries to life, body and health as well as to an essential contractual obligation. With a breach of contractual obligation caused by UP GmbH or their legal representatives or vicarious agents the liability for property damage is limited to the prospective damage. Liability for lost profits, saved expenses and other consequential damage / subsequent damage is excluded.
8.1. UP GmbH reserves the title with accessory- and replacement parts as well as exchange units until full payment of all claims of the business connection has been made. If UP GmbH property is lost by connecting, combining or processing and payment is still due UP GmbH becomes co-owner of the object of agreement (aircraft) in relation to the values lost.
8.2. The customer is only entitled to resell goods under reservation of title in accordance with the proper business transactions. In advance he assigns to UP GmbH all his claims from resale or another legal cause by ways of security. The customer is entitled to collect the assigned claims. The collected amounts have to be stored separately and have to be paid to UP GmbH immediately when they are due. Regarding access by third parties to goods under reservation of title or to the assigned claims, the customer has to inform UP GmbH immediately. Costs of interventions are to be settled by the customer, if applicable.
Regarding all claims from the order, UP GmbH is entitled to a right of retention as well as a contractual right of lien for the goods acquired through the order. All remaining claims from the business connection are subject to the contractual right of lien providing they are beyond controversy or a legal title is available and the assigned goods are property of the customer.
The customer is responsible for the sufficient insurance of the object of agreement.
11.1. UP GmbH collects, processes and uses all data from a contract of the customer excluding when it is in his behalf and purpose of contract. UP GmbH is obligated not to give these data to third parties unless authorized by the customer.
11.2. UP GmbH is obligated to mind the principle of correct data processing, watch over the adherence and the processes within a proper data processing of works requiring data backup as well as to provide security measures and arrange for organizational and technical measures to avoid an unintentional alteration, destruction or release of data.
13.1. Place of fulfillment for all obligation resulting from the contract is the registered office of UP GmbH, Dötlingen, Germany.
13.2. Place of jurisdiction for all arguments resulting from the contract is Oldenburg (Old.), Germany. UP GmbH is further entitled to bring legal proceeding before the court being responsible for the registered office of the customer.
13.3. The customer is not released from the contract with legal ineffectiveness of individual contract parts. In this case the effectiveness of all remaining regulations is not affected.