Terms and conditions
1. scope of application
1.1 The General Terms and Conditions of Sale of Univent Medial GmbH (“Contractor”) shall apply exclusively to entrepreneurs within the meaning of § 310 para. 1 BGB. Conflicting or deviating terms and conditions of the contractual partner (“Customer”) shall not be recognised by the Contractor unless he has expressly agreed to them. Orders and all related declarations are only binding in written form.
1.2 The General Terms and Conditions of Sale shall also apply if the contractor carries out the delivery to the customer without reservation in the knowledge of conflicting or deviating conditions of the customer.
1.3 They shall also apply to future business relations, even if they are not expressly agreed again.
2. offer and acceptance
2.1 Insofar as a written order can be regarded as an offer within the meaning of §§ 145 ff. BGB, the contractor may accept it within two (2) weeks.
2.2 If, after conclusion of the contract, there is a significant deterioration in the financial and/or liquidity situation of the customer or if such circumstances already existing at the time of conclusion of the contract only become known subsequently, the contractor can withdraw from the contract if the customer is not prepared to provide security or make an advance payment step by step despite being requested to do so. Translated with www.DeepL.com/Translator (free version)
The Customer undertakes to maintain secrecy about all of the Contractor’s business, operational and technical matters of which it has become aware or will become aware in connection with the delivery, even after the end of the contractual relationship, as long as and insofar as this information has not otherwise become generally known or the Contractor has waived secrecy in writing.
4.1 The prices of the respective last price list of the contractor are subject to change and apply net ex works (EXW). The client will be invoiced separately for value added tax at the statutory rate.
4.2 The contractor’s prices are with a net order value of less than EUR 250.00 with a processing surcharge of EUR 15.00.
5. Delivery and transfer of risk
5.1 The information provided by the contractor on periods and dates is non-binding, unless a firm deal or special other delivery and service dates have been expressly agreed in writing. They are deemed to be fulfilled if the goods have been reported as ready for dispatch on the agreed date.
5.2 Delivery is ex works (EXW).
5.3 Any dispatch of the goods shall be at the risk and expense of the Customer, even if the Contractor bears the dispatch costs in exceptional cases.
5.4 If the goods cannot be dispatched for reasons for which the client is responsible, the contractor is entitled to store the goods at the risk and expense of the client. In such cases, the date of storage shall be deemed the date of delivery; the warehouse receipt replaces the shipping documents.
5.5 If the customer is in default of acceptance, the contractor is entitled to demand compensation for the resulting damage and any additional expenses.
6. Terms of payment
6.1 The purchase price is due for payment in EUR (net) within 7 days of the invoice date.
6.2 A discount deduction is only permitted in accordance with the relevant information on the invoice. The date of receipt of money by the contractor or the date on which it is credited to one of his bank accounts shall be deemed to be the date of payment for the discount deduction.
6.3 The withholding of payments due to or the offsetting of counterclaims by the client are only permissible if these counterclaims are undisputed or have been legally established.
7. reservation of title
7.1 The goods remain the property of the contractor until all claims to which he is entitled against the principal have been satisfied.
7.2 The customer shall take all measures to register the reservation of title, insofar as this is necessary under the regulations of foreign legal systems.
7.3 As long as ownership has not yet been transferred to him, the customer is obliged to treat the object of sale with care and to insure it sufficiently at his own expense against loss, damage and destruction at replacement value. The customer shall bear the costs of any necessary investments, for example for maintenance and inspection work.
7.4 If the goods delivered by the contractor are resold as intended or handed over to third parties for another legal reason before the purchase price has been paid in full, the customer hereby assigns to the contractor all claims against his customers resulting from the resale of the reserved goods, including all ancillary rights. If the goods are processed, combined or mixed as intended, the assignment shall be in the amount of the invoice value of the contractor’s goods used for this purpose.
7.5 If the value of the securities existing for the contractor exceeds the secured claim by more than ten (10) percent in total, the contractor undertakes to release securities of his choice at the request of the customer.
7.6 At the contractor’s request, the customer shall, as soon as he is in default, notify his debtor of the assignment and provide the contractor with the information required to collect the claim and hand over the necessary documents. Unless otherwise specified by the contractor, the client is entitled and obliged to collect the equivalent value for the resold goods, which will become the property of the contractor without further ado, and to keep it separate from other means of payment for the contractor.
7.7 In case of doubt, the reservation of title shall continue to exist until the customer proves in each individual case that the goods have been paid for in full. In the event that the goods subject to the contractor’s reservation of title are claimed by third parties, e.g. through seizure, or third parties assert claims on the claim assigned to the contractor, the client is obliged to notify the contractor immediately and to inform the third party about the reservation of title or the assignment.
(outside the warranty)
8.1 The return of the goods requires the express written consent of the contractor. The value to be remunerated on return of goods depends on the age, condition and resalability of the goods.
8.2 Products which are expressly ordered in special presentation or which are not included in the standard delivery programme of the contractor are generally excluded from return.
8.3 The customer shall bear the risks and costs for the transport of returned goods.
8.4 Further regulations on returns can be found in the Contractor’s currently valid returns policy.
9. warranty and liability
9.1 Obvious defects in the purchased goods must be reported in writing within seven (7) days of receipt of the goods; hidden defects must be reported seven (7) days after their discovery. Any obvious damage to the goods which is already apparent on receipt must be reported immediately to the forwarding agent or carrier.
9.2 Insofar as there is a defect in the object of purchase, the contractor may initially, at his discretion, either repair or replace the goods. If the supplementary performance fails, the customer shall be entitled to demand rescission or reduction of the purchase price at his discretion.
9.3 Warranty claims due to defects in the goods shall become time-barred twelve (12) months after delivery of the goods to the Customer (EXW).
9.4 The liability of the contractor, his legal representatives or vicarious agents is limited to intent and gross negligence, unless there is a breach of material contractual obligations. This does not apply to claims for damages by the customer in the event of injury to life, limb or health or to mandatory claims under the Product Liability and Medicines Act. Otherwise, liability for financial loss is limited to the foreseeable damage typical for the contract.
10. final provisions
10.1 The fulfilment of the contract is subject to the proviso that there are no obstacles to fulfilment due to national or international regulations, in particular export control regulations and embargos or other sanctions. The contractual partner undertakes to provide all information and documents required for export/transfer/import. Delays due to export checks or approval procedures invalidate deadlines and delivery times in this respect. If necessary approvals are not granted, the contract shall be deemed invalid with regard to the parts concerned.
10.2 The contractual relationship is subject to the law of the Federal Republic of Germany, including the UN Convention on Contracts for the International Sale of Goods (CISG).
10.3 Customary commercial clauses shall be interpreted in accordance with the Incoterms in the version valid at the time of conclusion of the contract.
10.4 For all disputes arising from or in connection with this contract, the contracting parties agree on the exclusive place of jurisdiction being the local or regional court responsible for Villingen-Schwenningen. However, the contractor is also entitled to sue the customer at the place of jurisdiction of his place of business in accordance with the law applicable there.