General Terms and Conditions
As of 01.05.2013
1. These General Terms and Conditions shall be binding for all orders placed with Unger Germany GmbH(hereinafter “the Company”), except for any derogations confirmed by the Company in writing. Thepresent General Terms and Conditions shall apply only to the legal relations with business customers. TheCustomer’s general terms and conditions shall not become part of the contract even if there is no expressobjection to them. The business partner is entitled to revoke their consent for the storage of personal dataat any time, as well as request information about the stored data.
2. Binding character of the Customer’s order
The order shall bind the Customer for a period of 2 weeks from the date the order was placed. If theCustomer did not receive within this period any confirmation or shipment of the ordered merchandise,he shall have the right to revoke his order with an advance notice of 3 working days (Monday-Saturday),provided that neither within this period did he receive any confirmation or shipment.
3. Contract Provisions
The prices specified in the contract are prices in euros, plus value-added tax applicable at time ofshipment. If the number of units of any product ordered varies from the packing units specified in theorder form, a 15% surcharge will be added to the regular price charged to the Customer whenever theCompany needs to break up packing units. The Company is entitled to confirm/ship only part of any order,i.e., in particular, it is entitled not to accept variances from packing units in orders for individual productsor not to confirm/ship individual products which are out of stock.
Shipping ex works shall be arranged by the Company, but at the Customer’s risk and expense. ForCustomers in Germany, the minimum value of an order is EURO 250.00. Orders from a value of EURO500.00 are shipped free of charge, but at the Customer’s risk, to Customers within Germany. The ordervalue is the net value of the merchandise invoiced to the Customer.Customers abroad shall be billed for the actual shipping cost, regardless of the order’s value. Shippingcosts to be borne by the Customer shall be included in the invoice for the merchandise. Shipment shallbe made as soon as possible, unless the order/confirmation provided otherwise. Partial shipments shall beallowed. If a shipment is late by 4 weeks from the date of the order and/or the agreed date, the Customershall be entitled to rescind the contract, any further claims excluded. Rescission of the contract shall beexcluded if at the time of rescission the merchandise is already underway to the Customer.
5. Terms of Payment
New Customers shall pay in advance; delivery shall take place only upon Company’s receipt of the payment.If and insofar as the Company has granted a borrowing limit in a continuous business relation,such limit shall be indicated separately on the invoice and the following shall apply: If payment is receivedwithin 10 days from the date of invoice, a discount of 2% shall be granted. Invoices are payable netwithin 30 days. The date of invoice is the date of shipment.
Our customers shall inspect our goods within 10 days of delivery, in terms of quantity and quality. Anydefects shall be reported and specified within this period. In this case, the Company shall have the rightto remedy the defect or to ship a replacement within 10 days from receiving the returned merchandise.Should this right not be used by Unger, the contract is deemed rescinded, any further claims of theCustomer excluded, except for the right to a credit note/refund of the purchase price.If the purchaser is a reseller and his Customer complains during the warranty periods of the merchandiseof defects which were impossible to detect by the Customer during his inspection of the incoming goods,the following shall apply vis-à-vis us: For consumables, expendables or product parts subject to mechanical/organic wear, the warranty period shall be 6 months. It shall increase by the period - to be documentedto us - between the sale to the buyer and his resale, but by no more than 3 months. For all otherproducts, the warranty period shall be 12 months. The warranty claim is limited to remedy or replacementwithin 20 days from receipt of the returned merchandise. If this right is not used, it is deemed that thecontract has been rescinded; any further claims by the Customer excluded, except for the right to a creditnote/refund of the purchase price, and in the case of returned used products, a deduction from thatprice for the benefits derived from their use in the meantime. If a warranty cannot be acknowledged, inparticular if complaints are based on natural wear, the Company guarantees that for the duration of 5years from the date of the sale it will be in a position to make available new consumables or replaceableparts at the then current respective list price. Any return of defective merchandise must be announced tothe Company before the return is effected. Merchandise returned unannounced will not be accepted andprocessed by the Company. The customer shall bear the shipping cost.
7. Limitation on Liability
The products come with instructions of use and warnings which must be strictly observed. If there isdamage to the product or third party damage because the instructions and warnings were disregarded,the Company shall not be liable. The same shall apply in the event that the products were not used forthe purposes for which they were intended according to the product information.
8. Delay in Payment
Under section 286 para. 3 BGB (German Civil Code), you are in default if payment is received later than30 days after receipt of our invoice and the due date of the stated amount payable. Once the default hasoccurred, the Customer shall receive a dunning letter and be billed 10.00 euros in administrative expense,as well as for late interest charged in accordance with section 288 BGB, and shall be granted an additionalperiod of 2 weeks from the date of the dunning letter. Starting with the beginning of the default, Ungershall be under no obligation to fulfil any follow-up orders already received, or to process any additionalincoming orders. If the debtor does not respond to the first dunning letter, Unger shall have recourse tothe court and, based on the default in payment, request that a payment order be issued by the courtunder sections 688 ff. ZPO (German Code of Civil Procedure), or hand over the records to a lawyer forcollection. In this case, the Customer shall be obliged to pay, in addition to the accruing interest, theflat amount of 300.00 euros for lawyer’s fees and to reimburse any court costs and costs of executionincurred. We reserve the right to claim higher costs, while the customer, vice versa, retains the right toprove that the costs actually incurred by Unger were lower. Once customer receivables had to be collectedwith the help of a lawyer/ the court, any future deliveries, even after settlement, shall be made onlyagainst prepayment. If the customer, in case of a direct debit, has the debited amount reversed withoutjustification, he shall bear the entire cost incurred for the debit reversal by the bank, plus a 20.00 eurosprocessing fee.
9. Ownership of Merchandise
All shipments shall be made under extended retention of ownership (current account). Ownership shallpass to the buyer only after all outstanding claims resulting from the business relation have been settled.If the value of the merchandise with retention of ownership exceeds 50% of the outstanding claims, theCompany herewith releases ownership of the merchandise for the share exceeding 50%. The releaseshall be effected in the order of the shipments, i.e. the oldest shipment will be released first. Pledging ortransfer of ownership as a security lien is not permitted and any third party attempt of this kind to seizethe merchandise shall be reported to the Company without undue delay. Within the scope of normal business,the Customer shall have the right to resell the merchandise with retention of ownership. By way ofsecurity, any resulting claims against the buyers are deemed assigned to the Company. To the extent thatthe Company takes back merchandise with retention of ownership, it is exercising its right of retentionand shall issue an equivalent credit note. However, taking into account the loss incurred by the Company,only 75% of the price charged at shipment shall be credited.
Place of performance for all goods and services arising from the business connection shall be Wuppertal,unless provided otherwise above. Wuppertal shall be the exclusive venue.
11. Right of Ownership and Copyright
The Company reserves the right of ownership and the copyright to pictures, drawings, electronic mediaand other documents. The customers of the Company shall have the right to use pictures provided bythe Company for marketing purposes. The Company reserves the right to prohibit at any time the use ofpictures and logos in the designing of, e.g., catalogues and websites, in particular when these were preparedin a context which can be misunderstood or damaging. When using the Company’s picture and logomaterial as well as product names, certain rules must be respected. Picture material and logos may notbe modified without the Company’s consent. Specific rules of corporate identity must be complied with.In the case of product names, use of the registration symbols is mandatory. An information sheet on thissubject is available upon request.
12. Addition for Customers Abroad
For our Customers abroad, the following additions/changes shall apply: The Customer’s order shall beirrevocable even prior to the confirmation within a period of 4 weeks. The overall cost of any out-of-courtor court proceedings (attorney’s/court fees) shall be borne by the parties according to the prevailing/losing ratio. German law shall apply, to the exclusion of the April 11, 1980 Vienna UN Convention for theInternational Sale of Goods. The languages of the contract shall be German and English.