Terms & Conditions
§ 1 Jurisdiction
(1) This general terms and conditions shall apply to all legal conditions and requirements between UVIS UV-Innovative Solutions GmbH (in the following: UVIS) and all kinds of contracting parties. They apply exclusively. Other general terms and conditions will not be recognized, unless UVIS agrees to them in writing.
(2) The general terms and conditions apply also exclusively, when the contracting party agrees to the legal conditions unreserved in the belief, that other general terms and conditions shall apply.
(3) The general terms and conditions are effectively included in the contract and become therefore part of the contract when they are declared applicable in the contract offer or contract acceptance.
(4) The general terms and conditions will also be applicable, if they are not mentioned explicitly in a further contract in a same or similar legal form.
(5) Agreements, which deviate from the general terms and conditions, especially individual agreements, must be agreed to in writing.
(6) If individual provisions of this contract become invalid, the dispositive law applies, which comes as close as possible to the legal and economic sense and purpose of the invalid provision.
§ 2 Contracting Parties
The contracting party in all legal conditions, of which this general terms and conditions become part, is:
UVIS UV Innovative Solutions GmbH
Horbeller Str. 31
50858 Cologne - Germany
§ 3 Validity of general Rules of Contract
(1) Concerning a contract between UVIS and other contracting parties the appropriate provisions of the German Civil Code apply.
(2) A contract is concluded through two content-related corresponding declarations of intent (in the following: offer and acceptance). The offer is freely revocable without giving reasons, until the receipt of the offer, or simultaneously with the receipt of the offer. If the offer is not accepted within two month after its submission, the offer is no longer legally binding. The written form applies concerning these actions.
(3) Provided illustrative material, especially brochures, catalogues and / or price lists do not apply as an offer in the sense of this regulation provision and can only be understood as an invitation to bid offer.
(4) If the registered office of the other contracting party is in a country, where legal regulations concerning the contract law apply, which deviate from the regulations in the German Civil Code, UVIS must be informed about it.
§ 4 Formal Requirements
The written form applies for all legally binding actions of both contracting party, especially for contract offers and contract acceptance, for the claiming of secondary rights, and for the right to alter.
§ 5 Place of Performance and Fulfillment
(1) The performance and service concretise specify themselves in every individually negotiated subject of contract.
(2) The place of performance, especially of the production of degermination modules, is determined individually.
(3) The place of fulfilment is the registered office of the other contracting party, unless a deviating agreement is agreed to in written form.
(4) Therefore, the performance is defined as obligation to send.
§ 6 Prices / Terms of Payment
(1) An eventually apparent list of prices, which could result out of the illustrative material, represents just a directive and is not legally enforceable. Only the prices, which were agreed in the legal declarations necessary for the conclusion of contract, are valid.
(2) The costs for delivery or further individually agreed services, like the Repairkit, are not included in the price. Such eventual arising expenses will be charged separately.
(3) The purchase price, or rather the contractual obligation of the other contracting party to pay, is fulfilled as soon as the monetary amount due is received on the business account of UVIS.
(4) Partial payments are only deemed permissible, if these are agreed to in written form.
§ 7 Maturity Due Date / Delay
(1) The purchase price is due for immediate payment within 30 days after the date of invoicing, unless the contract parties agree on something deviating in written form.
(2) The purchase price is also due for immediate payment, if a delay in delivery or an impossibility of delivery occur, which are not caused by UVIS.
(3) The other contacting party default in payment, when he / she does not fulfill his / her payment obligation properly after the due date and an overdue notice by UVIS.
§ 8 Impossibility
(1) The impossibility of the fulfilment of the contractual performance is determined in accordance to the appropriate legal provisions of the German Civil Code.
(2) It is concretised according to the appropriate legal provisions of the German Civil Code, depending on whether the contractual performance is an indeterminate obligation or a specific obligation.
(3) The right to return service and all secondary laws and design licenses, which occur in this context, are also determined by the appropriate legal provisions of the German Civil Code.
§ 9 Conditions of Sale / Regulations concerning the Transfer of Risk
(1) The package and delivery of the contractual performance is not included in the price and will be charged separately.
(2) UVIS chooses the shipping method to its best judgement.
(3) If the contracting party has special requests concerning a favored shipping method, he / she must inform UVIS about it in written form reasonably in advance of the shipping. An eventual confirmation of this request shall be in writing.
(4) All kinds of conceivable insurances against possible damage, which are not included in the shipping method, must be provided by the other contracting party.
(5) Concerning the risk assumption during shipping apply the appropriate legal provisions of the German Civil Code.
§ 10 Condition of Warranty; Notice of Defects
(1) To protect his or her warranty rights, it is the responsibility of the other contracting party to fulfil his or her inspection obligation and eventually his or her examination obligation in accordance with § 377 HGB, insofar as this provision applies.
(2) The rights of warranty of the German Civil Code apply, depending on the form of contract.
(3) The contracting party is obligated, to use the components which are provided and approved by UVIS, especially the electric ones. The warranty shall be omitted in any other case.
§ 11 Exclusion of Liablity
(1) If intent or gross negligence exist, or a by UVIS guaranteed characteristic is missed, UVIS is unrestrictedly liable for all damages arising from the damages stated above.
(2) In case of a minor negligence UVIS is unrestrictedly liable in the case of the violation of life, body, or health.
(3) If UVIS fell behind because of a minor negligence, or if UVIS breached an obligation which is significant for the fulfillment of the contractual obligation, the liability for all damages arising from this material and financial damage is limited to the foreseeable damage typical to the contract. Such essential obligation is in place, if the fulfilment of which makes the proper fulfilment of the contract possible, if the violation of which risks the attainment of the contract purpose, and if the contracting party trusts and trusted in the proper implementation of the obligation. The contract purpose is determined primarily by the contract content using the statutory concept of a typical type of contract, as far as such is present.
(4) The liability according to the regulations of the product liability law remain unaffected.
(5) UVIS does not bear liability for the property and privacy rights of the shipped products, unless these characteristics were guaranteed expressly. The missing property and privacy rights shall not be held as instance of non-performance.
(6) The contracting party is obligated, to use the components of any kind which are provided and approved by UVIS, especially the electric ones. The liability shall be omitted in any other case, except for intentional or grossly negligent behavior of UVIS.
§ 12 Exclusion of Third-Party Claims
Claims of third parties against UVIS are excluded. This also applies, when products of UVIS are connected or processed with other objects, regardless of the respective property status.
§13 Disposal according to the ElektroG
(1) The respective contract partner bears the obligations of §19, paragraph 1, 2 ElektroG concerning the disposal of the contractual goods which fall within the scope of §19 paragraph 1, 2 ElektroG. Furthermore, the respective contract partner bears the obligations of the disposal of the individual parts of the contractual goods, especially the used lamps.
(2) The respective contract partner bears the stated obligations at his own charge without the possibility of claiming it from UVIS.
(3) The respective contract partner is indentured to dispose the electrical appliances upon completion of their usage, according to all current legal requirements.
(4) If the respective contract partner passes the contractual goods, regardless of the respective legal framework, to a third party, which is not a private household according to §19 ElektroG, the respective contract partner is indentured to obligate this third party before the delivery to bear the obligations stated in §13, paragraph 1 to 3 of this terms and conditions.
§ 14 Reservation of Title
(1) The passage of title is suspensory caused by the complete payment of the other contracting party.
(2) If more than one contractual relation between UVIS and the other contracting party exist, the passage of title is suspensory caused by the complete fulfilment of all contractual duties of all contractual business relations with the contracting party.
(3) The contracting party is authorized to resale the contractual performance at the date, in which the suspensory condition did not yet occurred. However, in this case, the contracting party is obligated to assign the legal claims, which result from the resale, in advance in the amount of the final invoice amount. This regulation also applies in the case of a processing or another form of the statutory applicable ownership in accordance with the rules of the German Civil Code.
(4) UVIS commits itself in the case of § 12 (3) of this general terms and conditions not to collect the assigned claims, if the contracting party fulfils his or her payment obligation properly, if he or she is in default of payment, and if he or she does not suspend payment. Something different arises in particular insofar as the contracting party proposes the opening of an insolvency proceeding.
(5) The other contracting party is obliged to treat the object properly and carefully until the occurrence of the agreed condition.
(6) The other contracting party is obliged to support that all demands, which arise for UVIS out of its ownership position, are not affected to an unusual degree or rather their enforcement is complicated.
§ 15 Processing Clause; Combination -, Comingling Clause
(1) If objects are connected through processing with other objects, which are not owned by UVIS, the process takes place unlimitedly for UVIS, which acquires the new object or objects as its property.
(2) In the case of a connection or a comingling of the object, UVIS is granted co-ownership in the amount of the share of the object.
(3) Thereby, the other contracting party does not lose a possibly existing expectant right on no account.
§ 16 Documents & Technical Drawings: Copyright Law
(1) The copyrights and property of all documents that are made available to the contracting party remain with UVIS, this includes especially calculations, data bases, technical instructions, and documents, which are connected to the contract, whose part are the general terms and conditions.
(2) These documents must not be made accessible for third parties, unless the consent was given in written form by a disclosure-agreement.
§ 17 Choice of Law Clause
(1) The contract, whose part are the general terms and conditions, and all other legal relations between UVIS and the contracting party are subject to the applicable law of the Federal Republic of Germany.
(2) UN sales law (CSIG) is excluded.
§ 18 Place of Jurisdiction
The place of jurisdiction for all legal confrontation, whose basis results from the contracts, whose part are the general terms and conditions, is unrestrictedly Cologne.