Ubert

General terms and conditions of sale and delivery

1. General Scope of Application
These Terms and Conditions apply to all current and future business relationships. Entrepreneurs within the meaning of the Terms and Conditions are natural or legal persons or partnerships with legal capacity with whom a business relationship is entered into, who act in the exercise of a commercial or independent professional activity. Customers within the meaning of the Terms and Conditions are both entrepreneurs and consumers. Deviating, conflicting or supplementary general terms and conditions shall not become part of the contract, even if known, unless their validity is expressly agreed to in writing.

2. Offers
Our offers are subject to change and non-binding. We reserve the right to make technical modifications regarding form, color, and/or weight, provided such changes remain within reasonable limits. The conclusion of the contract is subject to the condition that we ourselves receive correct and timely delivery from our suppliers. This shall only apply in the event that we are not responsible for the non-delivery, in particular if a congruent hedging transaction has been concluded with our supplier.

The customer will be informed immediately about the unavailability of the service. The consideration will be refunded immediately.

3. Delivery Time
For business customers, the agreed delivery period commences—even following acceptance of the order—only after payment of the agreed down payment.

4. Prices
are stated in Euros, plus VAT. They apply ex works or ex delivery warehouse, unless otherwise agreed in writing. Unless otherwise expressly agreed, assembly costs are not included in the purchase prices. The agreed prices shall apply for the first four months following the conclusion of the contract. Thereafter, the index published by the Federal Statistical Office shall apply. Any price adjustment shall be calculated based on the movement of the index from the date of the order confirmation up to the agreed delivery date. Should the index have declined, the Purchaser shall be entitled to a price reduction of up to a maximum of 5% of the total order value. In the event of a price increase exceeding 10%, the Purchaser shall have the right to withdraw from the contract. However, this right of withdrawal shall not apply if the Supplier limits the resulting price increase to a maximum of 10%. The aforementioned conditions shall also apply to contracts involving successive deliveries.

5. Shipping
In the case of an agreed sale involving shipment, the customer shall bear all costs incurred in connection with the shipment up to the agreed destination. If the buyer is an entrepreneur, the risk of accidental loss or accidental deterioration of the goods passes to the buyer upon handover—or, in the case of a sale involving shipment, upon delivery of the goods to the freight forwarder, carrier, or any other person or entity designated to carry out the shipment. The handover is equal if the buyer is in default of acceptance.

6. Warranty
If the Buyer is an entrepreneur, we shall, at our discretion, initially provide a warranty for defects in the goods by means of repair or replacement delivery. If the supplementary performance fails, the customer may in principle demand a reduction of the remuneration (abatement) or rescission of the contract (withdrawal) at his discretion. However, in the event of only a minor breach of contract, in particular in the event of only minor defects, the customer shall not be entitled to withdraw from the contract. Entrepreneurs must notify us in writing of obvious defects within a period of three days from receipt of the goods; otherwise the assertion of the warranty claim is excluded. Timely dispatch shall be sufficient to meet the deadline. The buyer (entrepreneur) bears the full burden of proof regarding all prerequisites for a claim—specifically the defect itself, the time at which the defect was discovered, and the timeliness of the notice of defect.
If the customer, following a failed attempt at supplementary performance, elects to withdraw from the contract due to a defect in title or quality, they are not entitled to claim damages in addition to such withdrawal. If the customer chooses compensation after failed subsequent performance, the goods remain with the customer if this is reasonable for him. The compensation is limited to the difference between the purchase price and the value of the defective item. This shall not apply if we have fraudulently caused the breach of contract.

If the buyer is an entrepreneur, the warranty period is one year from delivery of the goods. Lamps, spotlights, glass, coatings and natural wear parts are excluded. We will fulfill warranty claims after returning the defective part.

If the purchaser is an entrepreneur, only the manufacturer’s product description in the offer shall be deemed agreed as the quality of the goods. Public statements, recommendations or advertising by the manufacturer do not constitute a contractual description of the quality of the goods. No warranty shall be provided for used items unless a special agreement has been made in this regard. The customer does not receive any guarantees in the legal sense from us. Manufacturer’s warranties remain unaffected.

7. Limitations of Liability
In the event of slightly negligent breaches of duty, our liability shall be limited to the foreseeable, direct average damage typical for the contract, based on the nature of the goods. This also applies to slightly negligent breaches of duty by our legal representatives or vicarious agents. We shall not be liable to entrepreneurs in the event of a slightly negligent breach of immaterial contractual obligations. The above limitations of liability do not affect claims of the customer arising from product liability. Furthermore, the limitations of liability shall not apply in the event of bodily injury or damage to health attributable to us or in the event of loss of life of the customer.

Claims for damages by the customer due to a defect shall become statute-barred after one year from delivery of the goods. This shall not apply if we can be accused of malice.

8. Payment Terms
Unless otherwise agreed, the customer undertakes to pay our invoices strictly net upon receipt of the goods. After expiry of this period, the customer shall be in default of payment. During the delay, the Entrepreneur shall pay interest on the monetary debt at the rate of 8% above the prime rate. In relation to a business customer, we reserve the right to prove and claim higher damages resulting from delay.
Should we become aware, subsequent to the conclusion of the contract, that the buyer’s financial circumstances have deteriorated to an extent that is unacceptable to us, we shall be entitled to demand security from the buyer in the form of a bank guarantee, or to demand immediate advance payment of the entire invoice amount. We shall set the purchaser a reasonable deadline for this. If the purchaser allows this period to expire fruitlessly for us, we are entitled to withdraw from the contract. Expenses incurred by us due to items already produced or purchased are to be reimbursed by the buyer. Likewise, we are entitled to offset any advance payments already made by the buyer against our expenses.

The customer shall only have a right of set-off if his counterclaims have been legally established or acknowledged by us.

The customer may only exercise a right of retention if its counterclaim is based on the same contractual relationship. If we agree to finance a bill of exchange, the bill(s) of exchange shall also serve to secure claims for compensation/replacement of value in the event that the contract is rescinded or cancelled.

9. Retention of Title and Other Security for the Purchase Price
In contracts with entrepreneurs, we retain title to the goods until the full settlement of all claims arising from an ongoing business relationship.

The customer is obliged to treat the goods with care. Insofar as maintenance and inspection work is required, the Customer shall perform such work regularly at their own expense.
The Customer is obliged to notify us immediately of any third-party access to the Goods—for instance, in the event of seizure—as well as of any damage to or destruction of the Goods. The Customer shall also notify us immediately of any change in possession of the Goods or of any change in their own place of residence.
We are entitled to withdraw from the contract and demand the return of the Goods in the event of any breach of contract by the Customer—specifically in cases of default on payment or violation of the aforementioned obligations.

The customer as an entrepreneur is entitled to resell the goods in the ordinary course of business. He already now assigns to us all claims in the amount of the invoice amount which accrue to him against a third party through the resale. We accept the assignment. After the assignment, the entrepreneur is authorized to collect the claim. We reserve the right to collect the claim ourselves should the entrepreneur fail to duly fulfill their payment obligations and fall into default.
Any processing or working of the goods by the entrepreneur shall invariably be carried out in our name and on our behalf. If processing is carried out with objects not belonging to us, we shall acquire co-ownership of the new object in proportion to the value of the goods delivered by us to the other processed objects. The same shall apply if the goods are mixed with other items not belonging to us.

10. Maintenance and Repair Work
Our Terms and Conditions of Sale and Delivery apply mutatis mutandis to maintenance and repair work. If no other conditions have been agreed upon, the invoice amount as well as prices for additional services are due for payment in cash immediately upon acceptance of the repair and handing over or sending of the invoice. This payment term remains applicable even after notification of the completion of repairs and the handover or dispatch of the invoice.
We are entitled to a contractual lien on any items that have come into our possession by virtue of the order, as security for our claims arising from said order.
The collection and delivery of the subject matter of the order shall be effected at the cost and risk of the client. Our liability in case of fault remains unaffected. If the customer is in default of acceptance, we shall be entitled to charge a storage fee customary in the locality.

11. Final Provisions
The laws of the Federal Republic of Germany shall apply. The provisions of the UN Convention on Contracts for the International Sale of Goods shall not apply.

If the customer is a merchant, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from this contract shall be our registered office. The same shall apply if the customer does not have a general place of jurisdiction in Germany or if the customer’s place of residence or habitual abode is unknown at the time the action is brought.

Unless the Client objects in text form, the Contractor is entitled to designate the Client as a reference client.

Should individual provisions of the contract with the customer, including these General Terms and Conditions, be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions. The wholly or partially invalid provision shall be replaced by a provision whose economic effect comes as close as possible to that of the invalid provision.