General Terms and Conditions of Business and Delivery (GTCB)
1. Application
1.1. As a matter of basic principle these General Terms and Conditions of Business (hereinafter called GTCB) are intended for legal transactions between companies. If they should be used in exceptional cases also for legal transactions with consumers within the meaning of the Consumer Protection Act (Konsumentenschutzgesetz) they only apply in so far as they do not conflict with mandatory provisions.
1.2. These GTCB apply to all legal transactions and legal relationships between the customer and unistrap gmbh, not only for the first legal transaction but the application of these GTCB is also expressly agreed for all supplementary and subsequent orders and for further transactions.
1.3. The customer's Conditions of Purchase or other Terms and Conditions of Business of the customer are invalid and we hereby expressly object to these.
unistrap gmbh expressly states that it is only willing to enter into contracts on the basis of its GTCB. If, in exceptional cases, the application of the customer's General Terms and Conditions of Business is agreed in writing, their provisions apply only in so far as they do not conflict with these GTCB. Non-conflicting provisions in the general terms and conditions of business remain in existence alongside each other.
1.4. The customer states that prior to the conclusion of the contract he had the opportunity to take note of the content of these GTCB and that he is in agreement with this content.
1.5. Amendments of and additions to these GTCB must be made in writing to be valid in law. This requirement for written form may also only be waived in writing. It is noted that no collateral agreements exist.
2. Offers, contract conclusion
2.1. Offers made by unistrap gmbh are subject to final confirmation and are not binding.
2.2. unistrap gmbh accepts offers or orders from customers by means of a written order confirmation or by the supply of the object of purchase or by the performance of the service.
2.3. The information on the performance and products of unistrap gmbh in price lists, company information material, circulars and mail shots or other media are not binding in so far as this is not expressly stated in writing to be in the terms of the contract.
2.4. As a matter of principle, cost estimates from unistrap gmbh are made without guarantee in respect of their completeness and accuracy and, unless agreed to the contrary, a charge will be made for them.
2.5. If the customer wishes to make alterations and additions after the conclusion of the contract, these will be invoiced separately according to the actual cost of the time and materials involved.
3. Times of delivery and completion of services
3.1. Times of delivery and completion of services are not binding in so far as they were not agreed in writing as such in the order confirmation or in the specific contract.
3.2. If there should be an amendment of or addition to the order for whatever reason after the order was placed, the time of delivery/completion of the service will be extended by a reasonable period of time.
3.3. Unless otherwise agreed, the time of delivery begins at the earliest on the latest of the following points in time:
a) the date of the order confirmation
b) the date of the fulfilment of all the technical, commercial and other pre-conditions incumbent upon the customer
c) the date on which unistrap gmbh receives an agreed payment on account or security.
3.4. If unistrap gmbh should be prevented from meeting its obligations by the occurrence of unforeseeable circumstances or circumstances for which unistrap gmbh is not responsible such as the disruption of operations, acts and interventions by the state, problems with energy supplies, the default of a supplier who is difficult to replace, strikes, traffic obstructions, delays in customs clearance or force majeure, the time of delivery/completion of the services is automatically extended to an appropriate extent. It is immaterial whether these circumstances occur at unistrap gmbh itself or at one of its suppliers.
3.5. If performance of the contract becomes impossible for reasons for which unistrap gmbh is not responsible, unistrap gmbh is released from its contractual obligations.
3.6 unistrap gmbh is entitled to make and invoice partial or early deliveries. If delivery against call-off are agreed, the object of purchase or the service is deemed to have been called-off not later than six months from order in so far as not otherwise agreed in writing.
3.7. Default in delivery only comes into existence if the delivery time is exceeded by more than 6 weeks. The customer may set a 6 week long grace period for delivery after this. If this grace period should expire without delivery of the goods/performance of the service, the customer may withdraw from the contract if he notified his intention to withdraw at the time the grace period was set.
3.8. Claims for compensation by the customer for reason of late delivery/late performance of the service or non-performance or consequences of default, and withdrawal by the customer (except as in Clause 3.7) are excluded if unistrap gmbh is not guilty of intent or gross negligence.
3.9. If the customer fails to indicate any delivery time within one week, unistrap gmbh may make the delivery without specifying a time or store the goods at the customer's expense.
3.10. If the customer fails to take delivery of some or all the goods, or withdraws from the service he has ordered, unistrap gmbh may withdraw from the contract after setting a 14 day grace period and/or require compensation for non-performance. In such a case unistrap gmbh is entitled to demand 30% of the agreed contract amount without demonstrating loss, or reimbursement of the loss actually incurred.
3.11. If the goods are not collected or accepted, unistrap gmbh has the right to store the goods in its warehouse at the customer's risk and charge a storage fee of 3% of the invoice amount (plus Value Added Tax as imposed by law) per month or part month and to insist on performance of the contract, or alternatively to withdraw from the contract after setting a grace period of 8 days and to sell the goods to another customer, in which case a cancellation fee of 30% of the agreed purchase price (plus Value Added Tax as imposed by law) must be paid immediately.