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Terms of sale

Below you can find the applicable Terms of Sale for Unique Safety Products.
The applicable terms depend on the legal entity from which the products or services were purchased:

  • USP B.V.
  • USP GmbH

These terms apply to all quotations, orders and deliveries unless agreed otherwise in writing.

General Terms and Conditions of Unique Safety Products B.V. Version 27/5/2026

General Terms and Conditions of Sale and Delivery of Unique Safety Products GmbH Version 27.5.2026

Terms of Sales USP BV
Terms of Sales USP GmbH

General Terms and Conditions of Unique Safety Products B.V. Version 27/5/2026

Filed with the Chamber of Commerce in Rotterdam (NL) under number 70824967

Article 1 – Definitions

In these general terms and conditions, the following definitions apply:

  • USP: Unique Safety Products B.V., established in Bleiswijk, the Netherlands, registered with the Dutch Chamber of Commerce under number 70824967.
  • Customer: any natural person acting in the exercise of a profession or business, or any legal entity entering into an agreement with USP.
  • Agreement: any agreement between USP and the Customer relating to the supply of products, services, advice or work.
  • Products: all goods, components, software, systems, advice and services supplied by USP.
  • In Writing: by letter, email or other electronic means of communication.

Article 2 – Applicability

  • These general terms and conditions apply to all quotations, offers, agreements, deliveries and activities of USP.
  • General terms and conditions of the Customer are expressly rejected unless otherwise agreed in writing.
  • Deviations from these terms are only valid if confirmed by USP in writing.
  • If any provision is void or unenforceable, the remaining provisions shall remain fully valid and enforceable.

Article 3 – Quotations and Formation of Agreements

  • All quotations and offers issued by USP are non-binding unless explicitly stated otherwise in writing.
  • An Agreement is concluded only:
  1. upon written confirmation by USP; or
  2. when USP has commenced performance of the order.
  • Obvious errors, mistakes or typographical errors in quotations, price lists or other documents shall not bind USP.
  • USP reserves the right to refuse orders without stating reasons

Article 4 – Prices

  • All prices are exclusive of VAT, import duties, transportation costs, insurance and other levies unless otherwise stated.
  • USP is entitled to adjust prices if cost-determining factors change, including raw material prices, exchange rates, transport costs, taxes or import duties.
  • If a price increase within three months after conclusion of the Agreement exceeds 10%, the customer is entitled to terminate the Agreement in writing unless the increase results from legal obligations.

Article 5 – Delivery and Risk

  • Delivery shall take place Ex Works (Incoterms 2020), unless otherwise agreed in writing.
  • The risk of loss, damage or depreciation transfers to the Customer upon delivery.
  • Delivery times are indicative only and shall not constitute strict deadlines unless expressly agreed otherwise in writing.
  • Exceeding delivery times shall not entitle the Customer to compensation or termination unless caused by intent or wilful recklessness on the part of USP.

Article 6 – Retention of Title

  • All delivered Products remain the property of USP until the Customer has fulfilled all payment obligations under the Agreement.
  • The Customer is not permitted to pledge or otherwise encumber Products subject to retention of title.
  • USP is entitled to repossess delivered Products if the Customer fails to fulfil its obligations.

Article 7 – Payment

  • Payment must be made within 30 days after invoice date unless otherwise agreed in writing.
  • Upon exceeding the payment term, the Customer shall be in default by operation of law.
  • From the due date onward, the Customer shall owe statutory commercial interest pursuant to Article 6:119a of the Dutch Civil Code.
  • All judicial and extrajudicial collection costs shall be borne by the Customer.
  • The Customer is not entitled to suspension or set-off.

Article 8 – Inspection and Complaints

  • The Customer shall inspect delivered Products immediately upon receipt.
  • Visible defects must be reported to USP in writing within 7 days after delivery.
  • Hidden defects must be reported in writing within 7 days after discovery.
  • Complaints do not suspend payment obligations.
  • Any claim relating to defects expires 12 months after delivery

Article 9 – Warranty

  • USP warrants only that the delivered Products comply with the specifications expressly agreed in writing.
  • Any further warranty, including implied warranties of merchantability or fitness for a particular purpose, is excluded to the extent permitted by law.
  • Warranty rights lapse if:
  1. products have been improperly used;
  2. modifications have been made without USP’s consent;
  3. operating or maintenance instructions have not been followed.

Article 10 – Liability

  • USP shall only be liable for direct damage resulting directly from an attributable failure in the performance of the Agreement.
  • USP’s total liability shall be limited to the amount paid out under its liability insurance in the relevant case.
  • If, for any reason, no insurance payment is made, USP’s liability shall be limited to the invoice amount of the relevant delivery or assignment.
  • USP shall never be liable for indirect damage or consequential damage, including but not limited to:
  1. business interruption;
  2. operational losses;
  3. loss of turnover or profit;
  4. loss of savings;
  5. production losses;
  6. loss of data;
  7. reputational damage;
  8. third-party claims.
  • The limitations of liability in this Article shall not apply in cases of:
  1. intent;
  2. wilful recklessness by the management of USP;
  3. liability that cannot legally be excluded under mandatory law.
  • Any claim for damages shall lapse if not submitted to USP in writing within twelve months after the Customer became aware of the damage.

Article 11 – Indemnification

  • The Customer indemnifies USP against all third-party claims arising from:
  1.  improper use of delivered Products;
  2. failure to follow safety instructions;
  3. integration of Products into installations or machinery of the Customer.
  • The Customer also indemnifies USP against claims relating to infringement of intellectual property rights resulting from designs, instructions or specifications supplied by the Customer.

Article 12 – Force Majeure

  • Force majeure means any circumstance beyond USP’s reasonable control preventing temporary or permanent fulfilment of obligations.
  1. Force majeure includes, among others:
  2. transport or logistics disruptions;
  3. supplier failures;
  4. fire;
  5. war;
  6. pandemics;
  7. cyber incidents;
  8. governmental measures;
  9. power outages;
  10. strikes.
  • During force majeure, USP’s obligations shall be suspended.
  • If force majeure continues for more than 90 days, both parties are entitled to terminate the agreement in whole or in part without liability for damages.

Article 13 – Intellectual Property

  • All intellectual property rights relating to documents, software, drawings, designs and advice provided by USP remain vested in USP.
  • Without prior written consent from USP, these may not be copied, disclosed or provided to third parties.

Article 14 – Confidentiality

  • The parties shall keep all confidential information secret.
  • Confidential information may only be used for execution of the Agreement.

Article 15 – Export Control and Compliance

  • The Customer shall comply with all applicable export control, sanctions and compliance legislation.
  • USP is entitled to suspend delivery if export regulations so require.

Article 16 – Governing Law and Competent Court

  • All legal relationships between USP and the Customer shall be exclusively governed by Dutch law.
  • Applicability of the Vienna Sales Convention (CISG) is excluded.
  • All disputes shall exclusively be submitted to the competent court of Rotterdam, the Netherlands.

General Terms and Conditions of Sale and Delivery of Unique Safety Products GmbH Version 27.5.2026

Commercial Register: Local Court (Amtsgericht) Düsseldorf – HRB 89330  
Version Date: 27 May 2026  
Original and Binding Language: German

1. Scope of Application

1.1 These General Terms and Conditions of Sale and Delivery (“Terms and Conditions”) shall apply to all offers, deliveries, services and agreements of Unique Safety Products GmbH (“USP”) with entrepreneurs within the meaning of Section 14 German Civil Code (BGB), legal entities under public law and special funds under public law. 

1.2 Any deviating, conflicting or supplementary general terms and conditions of the customer shall not apply unless expressly accepted in writing by USP. 

1.3 These Terms and Conditions shall also apply to all future business relationships between USP and the customer without requiring a renewed explicit agreement. 

1.4 Individual written agreements between USP and the customer shall prevail over these Terms and Conditions. 

2. Offers and Conclusion of Contract 

2.1 All offers made by USP are non-binding and subject to change unless expressly designated as binding. 

2.2 A contract shall only come into existence upon written order confirmation by USP or upon execution of the delivery or service. 

2.3 Product descriptions, technical specifications, illustrations, drawings, dimensions and weights are approximate only unless expressly stated as binding. 

 3. Prices and Payment Terms 

3.1 All prices are quoted net ex works or warehouse USP and are subject to applicable statutory VAT as well as packaging, transport, insurance and other ancillary cost 

3.2 Invoices are payable within 14 days from the invoice date without deduction unless otherwise agreed in writing. 

3.3 In the event of default in payment, USP shall be entitled to charge statutory default interest. 

3.4 USP shall be entitled to perform outstanding deliveries or services only against advance payment or provision of security if circumstances become known after conclusion of the contract that are likely to significantly reduce the customer’s creditworthiness. 

 
4. Delivery and Delivery Time 

4.1 Delivery dates and delivery periods are approximate only unless expressly agreed in writing as binding. 

4.2 Delivery periods shall commence only after all technical and commercial issues have been clarified and any agreed advance payments have been received. 

4.3 Partial deliveries are permissible insofar as reasonable for the customer. 

4.4 Force majeure or other unforeseeable, extraordinary circumstances beyond USP’s control, including operational disruptions, shortages of raw materials, transport disruptions, labor disputes, governmental actions or pandemics, shall extend delivery periods appropriately. 

5. Transfer of Risk

5.1 The risk of accidental loss or accidental deterioration of the goods shall pass to the customer at the latest upon handover of the goods to the carrier, freight forwarder or other third party designated to carry out shipment. 

5.2 This shall also apply where partial deliveries are made or USP has undertaken additional services. 

Retention of Title

6.1 Delivered goods shall remain the property of USP until full payment of all claims arising from the business relationship has been received. 

6.2 The customer shall treat the reserved goods with care and adequately insure them. 

6.3 The customer may resell the reserved goods in the ordinary course of business. The customer hereby assigns to USP by way of security any resulting claims. 

Inspection and Notification of Defects

7.1 The customer shall inspect the delivered goods immediately upon receipt. 

7.2 Obvious defects must be notified to USP in writing without undue delay, but no later than five working days after delivery. 

7.3 Hidden defects must be notified in writing immediately after discovery. 

7.4 Failure to properly notify defects shall result in the goods being deemed approved. 


Warranty

8.1 In the event of justified and timely notified defects, USP shall, at its own discretion, provide repair or replacement delivery. 

8.2 If subsequent performance fails or is unreasonable, the customer may reduce the purchase price or withdraw from the contract. 

8.3 The warranty period shall be twelve months from transfer of risk to the extent permitted by law. 

8.4 No warranty shall apply in particular to damages caused by improper use, natural wear and tear, incorrect storage, improper installation or modifications made by the customer or third parties. 


Liability

9.1 USP shall have unlimited liability for intent and gross negligence. 

9.2 In cases of ordinary negligence, USP shall only be liable: for damages resulting from injury to life, body or health; and for damages resulting from the breach of essential contractual obligations (cardinal obligations). 

9.3 In the event of a breach of essential contractual obligations, USP’s liability for ordinary negligence shall be limited to the foreseeable damage typical for the contract. 

9.4 Any further liability of USP is excluded. 

9.5 In particular, USP shall not be liable for: 

  • indirect damages; 
  • consequential damages; 
  • loss of profit; 
  • production downtime; 
  • business interruption; 
  • loss of data; 
  • loss of anticipated savings; 
  • reputational damage; or 
  • third-party claims against the customer. 

9.6 The above limitations of liability shall also apply in favor of USP’s legal representatives, employees, agents and other vicarious agents. 

9.7 The limitations of liability shall not apply where mandatory statutory provisions apply, in particular under the German Product Liability Act. 

 

Product Liability and Use of Products
10.1 The customer shall comply with all instructions, safety data sheets, technical guidance and product notices provided by USP. 

10.2 The customer shall be responsible for verifying the suitability of the products for the intended purpose. 

10.3 Any advice provided by USP shall not release the customer from its obligation to independently test and verify the products. 


Intellectual Property 
11.1 USP reserves all ownership rights, copyrights and industrial property rights in all offers, drawings, technical documents, calculations and other documents. 

11.2 The customer may not reproduce or make such documents available to third parties without USP’s prior written consent. 

 

Confidentiality
12.1 The customer shall keep confidential all confidential information obtained in connection with the business relationship. 

12.2 This obligation shall survive termination of the business relationship. 

Compliance and Export Control

13.1 The customer shall comply with all applicable export control, sanctions and foreign trade regulations. 

13.2 The customer shall not deliver or use the products in countries or for persons where such delivery or use would violate applicable export control regulations. 


Data Protection
14.1 USP shall process personal data exclusively in compliance with applicable data protection laws, in particular the General Data Protection Regulation (GDPR). 

14.2 Further information is available in USP’s privacy policy. 

Place of Performance, Jurisdiction andApplicable Law

15.1 The place of performance for all obligations arising from the business relationship shall be the registered office of USP. 

15.2 To the extent legally permissible, the exclusive place of jurisdiction for all disputes arising out of or in connection with the business relationship shall be the registered office of USP. 

15.3 The laws of the Federal Republic of Germany shall apply exclusively, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG). 

15.4 The German language version shall be the sole original and legally binding version. Any translations are provided for informational purposes only. In the event of discrepancies or interpretation issues, the German version shall prevail exclusively. 
 

Severability Clause
16.1 Should any provision of these Terms and Conditions be or become wholly or partially invalid, void or unenforceable, the validity of the remaining provisions shall remain unaffected. 

16.2 The parties undertake to replace the invalid provision with a legally permissible provision that comes as close as possible to the economic purpose of the invalid provision. 


Final Provisions
17.1 Amendments or supplements to these Terms and Conditions must be made in writing. 

17.2 Rights and obligations arising from the contractual relationship may only be transferred by the customer with USP’s prior written consent 

17.3 These Terms and Conditions replace all previous versions of the sales and delivery conditions of Unique Safety Products GmbH.