Terms and conditions

Terms and Conditions

These Terms and Conditions (“Terms”) govern any order placed by a client (“You” or the “Client”) for the supply of products and services (“Products” and “Services”) from UNT GmbH (“UNT,” “we,” “our,” or “us”). By placing an order, you agree to be bound by these Terms, which take precedence over any other terms and conditions, including those implied by law or trade practices.

1. Interpretation

In these Terms, the following definitions apply:

• “Order” means a document detailing the Products and Services requested, prices, delivery dates, and location, completed by the Client and accepted by UNT.
• “Products” means any goods provided by UNT to the Client.
• “Services” means any services provided by UNT to the Client under an Order.
• “Intellectual Property Rights” includes all patents, copyrights, trademarks, and other intellectual property rights, whether registered or unregistered.
• “Contract” means the agreement between UNT and the Client for the supply of Products and Services, incorporating these Terms.

2. Basis of Contract

2.1. The Order constitutes an offer by the Client to purchase Products and Services from UNT in accordance with these Terms.

2.2. The Order is only accepted when UNT provides written acceptance or fulfills the Order, at which point the Contract is formed.

2.3. Any quotations provided by UNT are not offers and are valid for 30 days from the date of issue.

2.4. These Terms apply to the exclusion of any other terms, including those that the Client seeks to impose or that may be implied by law.

3. Client Obligations

The Client agrees to:

• Ensure the accuracy of the Order.
• Cooperate with UNT in all matters relating to the Order.
• Comply with any policies provided by UNT.

4. Charges and Payment

4.1. The price for Products and Services will be as set out in the Order or, if not specified, according to UNT’s price list at the time of delivery.

4.2. UNT will notify the Client of any price increases at least 30 days before they take effect.

4.3. Prices are exclusive of VAT, shipping costs, venue hire, and any other expenses incurred in connection with delivering the Services, which will be invoiced separately.

4.4. Invoices are payable within 30 days of the invoice date. Late payments may result in the suspension of further deliveries.

5. Delivery of Products

5.1. UNT will deliver the Products to the location specified in the Order.

5.2. UNT is not liable for delays in delivery caused by events beyond its control or the Client’s failure to provide adequate instructions.

5.3. Any defects or non-conformities in the Products must be reported within 48 hours of delivery. UNT may choose to replace or refund any defective Products.

5.4. The risk in the Products passes to the Client upon delivery.

6. Intellectual Property

6.1. UNT grants the Client a non-exclusive, revocable license to use the Intellectual Property Rights contained within the Products to the extent necessary to use them as intended.

6.2. UNT retains all rights, title, and interest in the Intellectual Property Rights associated with its Products and Services. No transfer of ownership is implied.

7. Data Protection

7.1. Both parties agree to comply with all applicable data protection laws, including the GDPR.

7.2. The Client warrants that any personal data provided to UNT has been lawfully obtained and that UNT is authorized to process it as necessary to fulfill the Order.

8. Indemnities and Limitation of Liability

8.1. UNT warrants that all work will be performed to accepted industry standards.

8.2. Neither party is liable for indirect or consequential losses, including loss of profit, reputation, or goodwill.

8.3. The total liability of each party is limited to twice the amount paid for Products and Services under all Orders in the 12 months preceding the claim.

9. Termination

9.1. Either party may terminate the Contract with 30 days’ written notice.

9.2. Either party may terminate immediately if the other party commits a material breach and fails to remedy it within 30 days of notice.

9.3. UNT may suspend delivery of Products and Services if the Client fails to make timely payments.

10. Governing Law and Jurisdiction

These Terms are governed by the laws of Germany, and any disputes will be subject to the exclusive jurisdiction of the courts in Germany, unless otherwise agreed in writing.