General terms and conditions of ub.unitel GmbH
General
Our deliveries, services and offers from the seller are carried out exclusively on the basis of these general terms and conditions. They are an agreed part of all contracts concluded with us. They apply to future sales contracts and business relationships even if they are not expressly included again. Terms and conditions of our business partners that do not agree with our General Terms and Conditions are only binding for us if they are acknowledged by us in writing when the contract is concluded. Counter-confirmations from the buyer with corresponding reference to their terms and conditions are hereby expressly rejected.
Offers and conclusion of contract
Our offers are non-committal and non-binding. A contract is only concluded when ub.unitel confirms an order from the buyer in writing or by telex. The same applies to additions, changes or additional agreements. ub.unitel reserves the right to confirm the conclusion of a contract by means of an invoice. Drawings and dimensions, illustrations and information in brochures or advertisements are non-binding. Our employees are only authorized to provide descriptions of the products, materials and substances for sale. The buyer alone is liable for the correct selection. We reserve the right to make changes, particularly those that serve technical progress. The license terms of the respective manufacturer always apply to software.
Prices
Prices are net prices and are ex warehouse in Sandersdorf, including standard packaging but plus the applicable VAT.
Delivery and service time
The dates and deadlines we provide are non-binding unless they have been expressly confirmed in writing. Delivery times begin on the date contained in the order confirmation, but not before all contractual provisions have been clarified. In the case of changes requested by the buyer, the start of the delivery period is determined after the date of the change confirmation. All delivery obligations are subject to our own timely and correct delivery. In no case do exceeding delivery times give rise to claims for damages or the buyer's right to withdraw from the contract. Partial deliveries and partial services are permitted and are considered independent services. In the event of delays in delivery and service for which it is not responsible, Unitel Bürosysteme is entitled to postpone the delivery or service for the duration of the hindrance, or to withdraw from the contract in whole or in part due to the part that has not yet been fulfilled. The person who signs the delivery note is deemed to be authorized by us to accept the goods and confirm receipt. These persons are deemed to be authorized to accept the delivery list by signing the delivery note.
Warranty and liability
We guarantee that the products we deliver are free from manufacturing and material defects. Defects must be reported to ub.unitel in writing. Obvious quality and quantity defects as well as obvious incorrect deliveries must be reported to ub.unitel immediately, but at the latest within ten days of delivery. Non-obvious defects of the type mentioned above and non-obvious incorrect deliveries must be reported immediately after they become visible, but at the latest within one month of delivery. The warranty period for all products we supply is six months. It begins with the delivery date. If the manufacturer provides a guarantee, this determines the scope of our guarantee. In this respect, we assign all manufacturer guarantees to the buyer. In such cases, any warranty on our part is void if the manufacturer does not fulfill its warranty obligations. If the seller's operating or maintenance recommendations are not followed, changes are made to the products, parts are replaced or consumables are used that do not correspond to the original parts, any warranty claim will be void. The warranty is limited exclusively to the repair or replacement of the damaged delivery items. If the data on the devices to be repaired is lost as part of services provided by ub.unitel, this risk must be borne by the client. Claims for damages of any kind, for example for costs of assembly or disassembly or for damages that are directly or indirectly attributable to the items delivered or services provided by us, are excluded. The assignment of warranty claims to third parties is excluded.
Liability for other reasons
Other claims for damages by the buyer against us, our vicarious agents and vicarious agents, regardless of the legal basis, in particular due to negligence arising from contract negotiations, from default, from positive breach of contract and/or from unlawful acts, are excluded, unless they are based on intent, gross negligence or breach of an essential contractual obligation.
software
If programs are included in the scope of delivery, the buyer is granted a simple, unrestricted right of use for them, i.e. he may neither copy them nor pass them on to others for use. If these usage rights are violated, the buyer is fully liable for the resulting damage.
Payments
Unless otherwise agreed, our invoices are payable in cash or by check or by bank transfer within 14 days of the invoice date. If you pay within 8 days of the invoice date, we grant a 2% discount. Bills of exchange or checks are only considered payment once they have been cashed. If the target is exceeded, delay will occur without a reminder. We are entitled to initially offset payments against the buyer's older debt, despite the buyer's provisions to the contrary. If costs have already been incurred, we are entitled to offset the payment first against the costs, then against the interest and finally against the main service. If the buyer defaults, we are entitled to charge interest from that point in time at the usual bank rate, but at least 5% above the current discount rate of the Deutsche Bundesbank. If the buyer does not meet his payment obligations in accordance with the contract or if he stops making payments or if we become aware of other circumstances that question the buyer's creditworthiness, we are entitled to declare the entire remaining debt due and to demand advance payments or security. The buyer is only entitled to set off, retain or reduce the amount, even if notices of defects or counterclaims are asserted, if we expressly agree or if the counterclaims have been legally established.
Retention of title
ub.unitel GmbH reserves ownership of the goods and services delivered until all claims against the buyer that have arisen or will arise from the business relationship, regardless of their type and legal basis, have been paid in full. In the case of current invoices, the reserved property is considered as security for the balance claim. The buyer is entitled to dispose of the goods owned by us in the ordinary course of business as long as he fulfills his obligations arising from the business relationship with us in a timely manner or obtains our written consent to do so. If the buyer defaults on payment, we are entitled to demand the temporary release of the goods that are our property at the buyer's expense, even without exercising the right of withdrawal and without setting a grace period. The buyer hereby assigns to us as security all claims and rights arising from the sale of goods to which we have ownership rights to the extent of our ownership share in the goods sold. At our request, the buyer must provide us with all necessary information about the inventory and location of the goods owned by us and about the claims assigned to us, as well as inform his customers of this.
Place of jurisdiction
If the buyer is a registered merchant, the sole place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship is the supplier's headquarters. German law applies to the contractual relationships.
Severability clause
Should individual provisions be or become void, ineffective or contestable, the remaining provisions remain unaffected and must then be interpreted or supplemented in such a way that the intended economic purpose is achieved as precisely as possible in a legally permissible manner. This also applies to any gaps which may be required.
General terms and conditions for software license agreements
"3D office"
1. General
The following contractual conditions apply to the licensing of "3D office light", 3D office complete", "3D office sales" and "3D office sales network" hereinafter "3D office". As far as data sets (files, database material) are included, they are part of “3D office” and are subject to the conditions of this contract.
2. Subject of the contract
ub.unitel GmbH grants the client a non-transferable, non-exclusive right to use “3D office” in the Federal Republic of Germany and Europe.
Operating systems or software, etc. required to use “3D office” do not belong to “3D office”.
3. Scope of Use
"Use" includes the complete or partial saving (copying) of "3D office" on personal computers, the execution of the programs, the processing of the data sets and the production of further copies of this material in machine-readable form, insofar as this is necessary for the contractual benefit. Making copies or other reproductions of programs or documents provided is permitted exclusively for your own use and only for backup and archiving purposes.
Changes, extensions or other interventions of any kind in “3D office” are not permitted. In particular, a complete or partial resetting of programs to the form of a source program (disassembly) is prohibited.
Any further use, in particular multiple use of “3D office”, is prohibited.
4. Reservation of use
After full payment of the remuneration, the client is entitled to use “3D office” in accordance with paragraphs 2 and 3.
For the “complete”, “sales” and “sales network” versions, the client is provided with hardware protection (dongle) per license. This hardware protection will not be replaced if lost.
In the event of a technical failure, ub.unitel will check the device. In the event of damage to the hardware protection due to improper handling, incorrect operation or force majeure, the client bears the costs of repair. (This paragraph does not apply to the use of “3D office light”.)
The client is obliged to comply with the license terms of ub.unitel.
5. Protection of “3D office”
Without prejudice to the usage rights granted under paragraphs 2 and 3, ub.unitel retains all rights to “3D office” including all copies or partial copies of “3D office” made by the client in the provided, modified and edited version.
The client undertakes to maintain the protective notices and other legal reservations contained in "3D office" unchanged in the version provided by "3D office".
6. Warranty
The contracting parties agree that it is not possible to develop data processing programs in such a way that they are error-free for all application conditions.
During the existence of the warranty, ub.unitel guarantees that "3D office" or other services to be provided by ub.unitel are not affected by errors that nullify or reduce their value or suitability for the intended use.
"3D OFFICE" is defective if it does not fulfill the functions specified in its service description, delivers incorrect results, stops running uncontrollably or behaves in a non-functional manner in another way, so that use is prevented or impaired.
Instead of correcting the error, ub.unitel can offer the client the use of a new program version or the use of an alternative solution. The client is not obliged to accept the new program version or alternative solution. The client may only refuse acceptance for verifiably important reasons. The rejection must be clearly justified in writing. Liability is then limited to the purchase price.
ub.unitel assumes no liability for damages arising from the use of "3D office". In particular, ub.unitel assumes no liability for manufacturers' furniture libraries, their descriptions and prices.
The warranty does not cover defects caused by deviations from the operating conditions intended for "3D office".
Any liability for damages resulting from the use of “3D office” is limited to the purchase price.
7. Final provisions
Changes and additions to the software license agreement must be made in writing.
The client is not entitled to transfer rights from this contract to third parties without the consent of ub.unitel.
If individual provisions of the contract are ineffective, this will not affect the effectiveness of the remaining provisions of the contract. The invalid provisions will be replaced by a replacement provision that comes as close as possible to the purpose intended by the invalid provision.
It is only the law of the Federal Republic of Germany.
