{"id":6807,"date":"2021-10-03T15:14:40","date_gmt":"2021-10-03T13:14:40","guid":{"rendered":"http:\/\/unisolution-gmbh.de\/?page_id=6807"},"modified":"2021-10-03T16:00:19","modified_gmt":"2021-10-03T14:00:19","slug":"agb","status":"publish","type":"page","link":"https:\/\/unisolution-gmbh.de\/en\/agb\/","title":{"rendered":"General Terms and Conditions of Sale"},"content":{"rendered":"
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1. Scope, form<\/p>

(1) These General Terms and Conditions of Sale (\"GTCS\") apply to all business relationships of Unisolution GmbH (\"Seller\") with\nits customers (\"Buyer\"). The GTCS only apply if the Buyer is an entrepreneur in the sense of section 14 of the German Civil\nCode (\"BGB\"), a legal entity under public law or a special fund under public law.<\/p>

(2) The GTCS apply in particular to contracts for the sale and\/or delivery of movable goods (\"Goods\"), irrespective of whether\nthe Seller manufactures the Goods itself or purchases them from suppliers (sections 433, 651 BGB). Unless otherwise\nagreed, the GTCS in the version valid at the time of the Buyer's order or, in any case, in the version last notified to the Buyer\nin text form, shall also apply as a framework agreement for similar future contracts without our having to refer to them\nagain in each individual case.<\/p>

(3) These GTCS shall apply exclusively. Deviating, conflicting or supplementary General Terms and Conditions (\"GTC\") of the\nBuyer shall only become part of the contract if and to the extent that the Seller has expressly consented to their application.\nThis requirement of consent shall apply in any case, for example even if the Seller carries out the delivery to the Buyer\nwithout reservation in the knowledge of the Buyer's GTC.<\/p>

(4) Individual agreements made with the Buyer in individual cases (including ancillary restraints, supplements and\namendments) shall in any case take precedence over these GTCS. Subject to proof to the contrary, a written contract or the\nwritten confirmation of the Seller shall be authoritative for the content of such agreements.<\/p>

(5) Legally relevant declarations and notifications by the Buyer with regard to the contract (e.g. setting of deadlines,\nnotification of defects, withdrawal or reduction) must be made in writing, i.e. in written or text form (e.g. letter, e-mail, fax).\nLegal formal requirements and further proof, in particular in case of doubts about the legitimacy of the declarant, remain\nunaffected.<\/p>

(6) References to the applicability of statutory provisions shall only have clarifying significance. Even without such clarification,\nthe statutory provisions shall therefore apply unless they are directly amended or expressly excluded in these GTCS.<\/p>

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2. Conclusion of contract<\/p>

(1) Offers of the Seller are subject to change and non-binding. This shall also apply if the Seller has provided the Buyer with\ncatalogues, technical documentation (e.g. drawings, plans, calculations, references to DIN standards), other product\ndescriptions or documents - also in electronic form - to which the Seller reserves ownership rights and copyrights.<\/p>

(2) The order of the Goods by the Buyer shall be deemed a binding offer of contract. Unless otherwise stated in the order, the\nSeller shall be entitled to accept this contractual offer within eight calendar days of its receipt by the Seller.<\/p>

(3) Acceptance can be declared either in writing (e.g. by order confirmation by email or invoicing) or by delivery of the Goods\nto the Buyer<\/p>

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3. Delivery period and delay in delivery<\/p>

(1) The delivery period is agreed individually or stated by the Seller when accepting the order.<\/p>

(2) If binding delivery deadlines cannot be met for reasons for which the Seller is not responsible (\"non-availability of\nperformance\"), the Seller shall inform the Buyer thereof without undue delay and at the same time notify the Buyer of the\nexpected new delivery deadline. If the non-availability of performance continues to exist within the new delivery period,\nthe Seller shall be entitled to withdraw from the contract in whole or in part; the Seller shall immediately return or refund\nany consideration already paid by the Buyer. Suppliers of the Seller shall in particular also deem a case of non-availability of\nperformance in this sense if the Seller<\/p>

(i) has concluded a congruent hedging transaction,<\/p>

(ii) neither the Seller nor its\nsupplier is at fault or<\/p>

(iii) the Seller is not obliged to procure in the individual case.<\/p>

The occurrence of the delay in delivery shall be determined in accordance with the statutory provisions. In any case,\nhowever, an explicit reminder by the buyer is required. If the Seller is in default of delivery, the Buyer may, upon request\nand upon proof of the default in delivery, demand a lump-sum compensation for its damage caused by the default within\nthe meaning of sentence 4 below. The lump-sum compensation shall amount to 0.5% of the net price (\"delivery value\") for\neach completed calendar week of the delay, but in total not more than 5% of the delivery value of the delayed Goods. The\nSeller reserves the right to prove that the Buyer has not suffered any damage at all or that the damage is significantly less\nthan the aforementioned lump sum.<\/p>

(4) The rights of the Buyer pursuant to section 8 of these GTCS and the statutory rights of the Seller, in particular in the event\nof an exclusion of the obligation to perform (e.g. due to impossibility or unreasonableness of performance and\/or\nsubsequent performance), shall remain unaffected.<\/p>

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4. Delivery, transfer of risk, acceptance, default in acceptance<\/p>

(1) Delivery shall be made ex Seller's warehouse, which is also the place of performance for the delivery and any subsequent\nperformance. At the Buyer's request and expense, the Goods shall be shipped to a destination named by the Buyer (sale by\ndelivery to a place other than the place of performance). Unless otherwise agreed, the Seller shall be entitled to determine\nthe type of shipment (in particular transport company, shipping route, packaging) itself.<\/p>

(2) The risk of accidental loss and accidental deterioration of the Goods shall pass to the Buyer at the latest upon handover.\nHowever, in the case of sale by delivery to a place other than the place of performance, the risk of accidental loss and\naccidental deterioration of the Goods as well as the risk of delay shall already pass upon delivery of the Goods to the hauler,\nthe carrier or any other person or institution designated to carry out the shipment. If acceptance has been agreed, this shall\nbe decisive for the transfer of risk. In all other respects, the statutory provisions of the law on contracts for work and\nservices shall also apply mutatis mutandis to an agreed acceptance. The handover or acceptance shall be deemed\nequivalent if the Buyer is in default in acceptance.<\/p>

If the Buyer is in default in acceptance, fails to cooperate or delays delivery for other reasons for which the Buyer is\nresponsible, the Seller shall be entitled to claim compensation for the resulting damage including additional expenses (e.g.\nstorage costs). For this purpose, the Seller shall pay a lump-sum compensation of 0.5% of the purchase price. In this case,\nthe Seller shall charge a lump-sum compensation in the amount of 0.5% of the delivery value for each completed calendar\nweek of the delay in acceptance, however, not exceeding a total of 5% of the delivery value of the delayed Goods, starting\nwith the delivery deadline pursuant to section 3 (1) or - in the absence of a delivery deadline - with the notification that the\nGoods are ready for shipment.\nThe proof of a higher damage as well as legal claims of the Seller (especially compensation of additional expenses,\nreasonable compensation and termination) remain unaffected; however, the lump sum is to be credited against further \nUnisolution GmbH, GTCS\nmonetary claims. The Buyer shall be entitled to prove that the Seller has not incurred any damage or only significantly less\ndamage than the aforementioned lump sum.<\/p>

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5. Prices and terms of payment<\/p>

(1) Unless otherwise agreed in individual cases, the Seller's prices current at the time of conclusion of the contract shall apply,\nex warehouse, plus the applicable statutory value added tax.<\/p>

(2) In the case of a sale by delivery to a place other than the place of performance pursuant to section 4 (1) the Buyer shall\nbear the transport costs ex warehouse and the costs of any transport insurance requested by the Buyer. Any customs\nduties, fees, taxes and other public charges shall be borne by the Buyer.<\/p>

(3) The purchase price is due and payable within fourteen calendar days of invoicing and delivery or acceptance of the Goods.\nHowever, the Seller is entitled at any time, also within the framework of an ongoing business relationship, to carry out a\ndelivery in whole or in part only against advance payment. The Seller shall declare a corresponding reservation at the latest\nwith the order confirmation.<\/p>

(4) Upon expiry of the aforementioned payment deadline, the Buyer shall automatically be in default without the need for a\nreminder. During the period of default, interest shall be charged on the purchase price at the statutory default interest rate\napplicable at the time. The Seller reserves the right to assert further damages caused by default. With respect to\nmerchants, the Seller's claim to the commercial due date interest rate pursuant to section 353 of the German Commercial\nCode (\"HGB\") shall remain unaffected.<\/p>

(5) The buyer shall only be entitled to rights of set-off or retention insofar as his claim has been legally established or is\nundisputed. In the event of material defects, the Buyer's counter rights shall remain unaffected, in particular pursuant to\nsection 7<\/p>

(6) If it becomes apparent after the conclusion of the contract (e.g. by filing for insolvency proceedings) that the Seller's claim\nto the purchase price is jeopardised by the Buyer's inability to perform, the Seller shall be entitled to refuse performance in\naccordance with the statutory provisions and - if necessary after setting a deadline - to withdraw from the contract (section\n321 BGB). In the case of contracts for the manufacture of unjustifiable items (custom-made products), the Seller may\ndeclare rescission immediately and without setting a deadline; the statutory provisions on the dispensability of setting a\ndeadline shall remain unaffected.<\/p>

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6. Retention of title<\/p>

(1) Until full payment of all present and future claims of the Seller arising from the contract and the current business\nrelationship with the Buyer (secured claims), the Seller retains title to the Goods sold.<\/p>

(2) The Goods subject to retention of title may neither be pledged to third parties nor assigned as security before full payment\nof the secured claims. The Buyer shall notify the Seller immediately in writing if an application is made to open insolvency\nproceedings or if third parties (e.g. attachments) seize the Goods belonging to the Seller.<\/p>

(3) In the event of breach of contract by the Buyer, in particular in the event of non-payment of the purchase price due, the\nSeller shall be entitled to withdraw from the contract in accordance with the statutory provisions and\/or to demand\nsurrender of the Goods on the basis of the retention of title. The demand for return does not at the same time include the\ndeclaration of withdrawal; the Seller is rather entitled to demand only the return of the Goods and to reserve the right of\nwithdrawal. If the Buyer does not pay the purchase price due, the Seller may only assert these rights if it has previously set\nthe Buyer a reasonable deadline for payment without success or if such a deadline is dispensable under the statutory\nprovisions.<\/p>

(4) The Buyer shall be entitled to resell and\/or process the Goods subject to retention of title in the ordinary course of\nbusiness, unless the Seller revokes the Buyer's authority pursuant to section 6 () lit. (c). In the event of resale and further\nprocessing, the following provisions shall apply in addition.<\/p>

(a) The retention of title shall extend to the products resulting from the processing, mixing or combining of the\nSeller's Goods at their full value, whereby the Seller shall be deemed the manufacturer. If, in the event of\nprocessing, mixing or combining with Goods of third parties, the latter's right of ownership remains, the Seller\nshall acquire co-ownership in proportion to the invoice values of the processed, mixed or combined Goods. In all\nother respects, the same shall apply to the resulting product as to the Goods delivered under retention of title.<\/p>

(b) The Buyer hereby assigns to the Seller by way of security the claims against third parties arising from the resale\nof the Goods or the product in total or in the amount of our co-ownership share, if any, pursuant to section 6 (4)\nlit. (a). The seller accepts the assignment. The obligations of the Buyer stated in section 6 (2) also apply in view\nof the assigned claims.<\/p>

(c) The Buyer remains authorised to collect the claim in addition to the Seller. The Seller undertakes not to collect\nthe claim as long as the Buyer meets his payment obligations to the Seller, there is no deficiency in his ability to\npay and the Seller does not assert the retention of title by exercising a right pursuant to section 6 (3). If this is\nthe case, however, the Seller may demand that the Buyer inform the Seller of the assigned claims and their\ndebtors, provide all information required for collection, hand over the relevant documents and inform the\ndebtors (third parties) of the assignment. Furthermore, in this case the Seller is entitled to revoke the Buyer's\nauthority to further sell and process the Goods subject to retention of title.<\/p>

(d) If the realisable value of the securities exceeds the Seller's claims by more than 10%, the Seller shall release\nsecurities of the Seller's choice at the Buyer's request.<\/p>

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7. Warranty claims of the Buyer<\/p>

(1) The statutory provisions shall apply to the Buyer's rights in the event of material defects and defects of title (including\nwrong delivery and short delivery as well as improper assembly or defective assembly instructions), unless otherwise\nstipulated below. In all cases, the special statutory provisions shall remain unaffected in the case of final delivery of the\nunprocessed Goods to a consumer, even if the consumer has processed them further (recourse of the entrepreneur\npursuant to sections 478 seq. BGB, \"supplier recourse\"). Claims from supplier recourse are excluded if the defective Goods\nhave been further processed by the Buyer or another entrepreneur, e.g. by incorporation into another product.<\/p>

(2) The basis of the liability for defects is primarily the agreement reached on the quality of the Goods. All product descriptions\nwhich are the subject of the individual contract or which have been publicly announced by the Seller (in particular in\ncatalogues or on the Seller's Internet homepage) shall be deemed an agreement on the quality of the Goods<\/p>

(3) Insofar as the condition has not been agreed, it is to be assessed according to the statutory regulation (in accordance with\nsection 434 (1) cl. 2 and 3 BGB) whether a defect exists or not. However, the Seller shall not be liable for public statements\nmade by the manufacturer or other third parties (e.g. advertising statements).<\/p>

(4) The Buyer's claims for defects shall be subject to the condition that he has complied with his statutory obligations to\nexamine the Goods and to give notice of defects (pursuant to sections 377, 381 HGB). If a defect becomes apparent upon\ndelivery, inspection or later, the Seller shall be notified thereof in writing without delay. In any case, obvious defects must\nbe reported in writing within two calendar days of delivery and defects that are not apparent during the inspection must be\nreported within the same period of time after discovery. If the Buyer fails to carry out the proper inspection and\/or to give\nnotice of defects, the Seller's liability for the defect not notified in time or not notified properly shall be excluded in\naccordance with the statutory provisions.<\/p>

(5) If the delivered item is defective, the Seller may initially choose whether to provide subsequent performance by remedying\nthe defect (\"remedy\") or by supplying a defect-free item (\"subsequent delivery\"). The right of the Seller to refuse cure\nunder the statutory conditions shall remain unaffected.<\/p>

(6) The Seller is entitled to make the cure owed dependent on the Buyer paying the purchase price due. However, the Buyer\nshall be entitled to retain a reasonable part of the purchase price in relation to the defect.<\/p>

(7) The Buyer shall grant the Seller the time required for the cure owed and shall give the Seller the opportunity to inspect the\ndefective Goods, in particular by handing over the Goods complained about. In the event of a subsequent delivery, the\nBuyer shall return the defective item to the Seller in accordance with the statutory provisions. Cure shall not include either\nthe removal of the defective item or its re-installation if the Seller was not originally obliged to install it. In this case,\nremoval and installation shall be carried out at the expense and risk of the Buyer<\/p>

(8) The expenses required for the purpose of inspection and subsequent performance, in particular transport, travel, labour\nand material costs as well as, if applicable, removal and installation costs shall be borne or reimbursed by the Seller in\naccordance with the statutory provisions if there is actually a defect. Otherwise, the Seller may demand reimbursement\nfrom the Buyer of the costs incurred as a result of the unjustified request to remedy the defect (in particular inspection and\ntransport costs), unless the lack of defectiveness was not apparent to the Buyer.<\/p>

(9) In urgent cases, e.g. if operational safety is endangered or to prevent disproportionate damage, the Buyer shall have the\nright to remedy the defect itself and to demand reimbursement from the Seller of the expenses objectively necessary for\nthis (\"self-remedy\"). The Seller shall be notified of such self-remedy without delay, if possible in advance. The right of selfremedy shall not exist if the Seller would be entitled to refuse a corresponding subsequent performance in accordance with\nthe statutory provisions.<\/p>

(10) If the cure has failed or a reasonable deadline to be set by the Buyer for the cure has expired unsuccessfully or is\ndispensable according to the statutory provisions, the Buyer may withdraw from the purchase contract or reduce the\npurchase price. In the case of an insignificant defect, however, there is no right of withdrawal.<\/p>

(11) Claims of the Buyer for damages or reimbursement of futile expenses shall also exist in the case of defects only in\naccordance with section 8 and are otherwise excluded.<\/p>

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8. Other liability<\/p>

(1) Unless otherwise stipulated in these GTCS including the following provisions, the Seller shall be liable for a breach of\ncontractual and non-contractual obligations in accordance with the statutory provisions.<\/p>

(2) The Seller shall be liable for damages - irrespective of the legal grounds - within the scope of fault liability in the event of\nintent and gross negligence. In the event of slight negligence, the Seller shall be liable, subject to a milder standard of\nliability in accordance with statutory provisions (e.g. for due care in its own affairs) only<\/p>

(a) for damages resulting from injury to life, body or health, and<\/p>

(b) for damages arising from the not inconsiderable breach of a material contractual obligation (an obligation the\nfulfilment of which is a prerequisite for the proper performance of the contract and the observance of which the\ncontractual partner regularly relies on and may rely on); in this case, however, liability shall be limited to\ncompensation for the foreseeable, typically occurring damage.<\/p>

(3) The limitations of liability resulting from section 8 (3) also apply to breaches of duty by or in favour of persons whose fault\nthe Seller is responsible for according to statutory provisions. They shall not apply if the Seller has fraudulently concealed a\ndefect or has given a guarantee for the quality of the Goods or for claims of the Buyer under the Product Liability Act.<\/p>

(4) Due to a breach of duty, which does not consist of a defect, the Buyer may only withdraw from or terminate the contract if\nthe Seller is responsible for the breach of duty. A free right of termination of the Buyer (in particular according to sections\n651, 649 BGB) is excluded. In all other respects, the statutory requirements and legal consequences shall apply.<\/p>

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9. Limitation<\/p>

(1) Notwithstanding section 438 (1) no. 3 BGB, the general limitation period for claims arising from material defects and defects\nof title shall be one year from delivery. Insofar as acceptance has been agreed, the limitation period shall begin with\nacceptance.<\/p>

(2) The above limitation periods of the law on sales also apply to contractual and non-contractual claims for damages of the\nBuyer based on a defect of the Goods, unless the application of the regular statutory limitation period (sections 195, 199\nBGB) would lead to a shorter limitation period in individual cases. However, claims for damages of the Buyer pursuant to\nsection 8 (1) cl. 1 and section 8 (2) lit. (a) as well as pursuant to the Product Liability Act shall become time-barred\nexclusively in accordance with the statutory limitation periods<\/p>

\u00a0<\/p>

10. Choice of law and place of jurisdiction<\/p>

(1) These GTCS and the contractual relationship between the Seller and the Buyer shall be governed by the laws of the Federal\nRepublic of Germany to the exclusion of international uniform law, in particular the UN Convention on Contracts for the\nInternational Sale of Goods<\/p>

(2) If the Buyer is a merchant within the meaning of the HGB, a legal entity under public law or a special fund under public law,\nthe exclusive - also international - place of jurisdiction for all disputes arising directly or indirectly from the contractual\nrelationship shall be the Regional Court of Munich I. The same shall apply if the Buyer is an entrepreneur within the\nmeaning of section 14 BGB. However, the Seller shall also be entitled in all cases to bring an action at the place of performance of the delivery obligation in accordance with these GTCS or a prior individual agreement or at the Buyer's\ngeneral place of jurisdiction. Overriding statutory provisions, in particular on exclusive jurisdiction, shall remain unaffected.<\/p>\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/section>\n\t\t\t\t<\/div>","protected":false},"excerpt":{"rendered":"

1. Geltungsbereich, Form (1) Die vorliegenden Allgemeinen Verkaufsbedingungen (\u201eAVB\u201c) gelten f\u00fcr alle Gesch\u00e4ftsbeziehungen der Unisolution GmbH (\u201eVerk\u00e4ufer\u201c) mit ihren Kunden (\u201eK\u00e4ufer\u201c). Die AVB gelten nur, wenn der K\u00e4ufer Unternehmer (i. S. d. \u00a7 14 BGB), eine juristische Person des \u00f6ffentlichen Rechts oder ein \u00f6ffentlich-rechtliches Sonderverm\u00f6gen ist. (2) Die AVB gelten insbesondere f\u00fcr Vertr\u00e4ge \u00fcber den […]<\/p>","protected":false},"author":3,"featured_media":0,"parent":0,"menu_order":0,"comment_status":"closed","ping_status":"closed","template":"","meta":{"footnotes":""},"class_list":["post-6807","page","type-page","status-publish","hentry"],"_links":{"self":[{"href":"https:\/\/unisolution-gmbh.de\/en\/wp-json\/wp\/v2\/pages\/6807"}],"collection":[{"href":"https:\/\/unisolution-gmbh.de\/en\/wp-json\/wp\/v2\/pages"}],"about":[{"href":"https:\/\/unisolution-gmbh.de\/en\/wp-json\/wp\/v2\/types\/page"}],"author":[{"embeddable":true,"href":"https:\/\/unisolution-gmbh.de\/en\/wp-json\/wp\/v2\/users\/3"}],"replies":[{"embeddable":true,"href":"https:\/\/unisolution-gmbh.de\/en\/wp-json\/wp\/v2\/comments?post=6807"}],"version-history":[{"count":0,"href":"https:\/\/unisolution-gmbh.de\/en\/wp-json\/wp\/v2\/pages\/6807\/revisions"}],"wp:attachment":[{"href":"https:\/\/unisolution-gmbh.de\/en\/wp-json\/wp\/v2\/media?parent=6807"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}