Purchasing Terms and Conditions

1. Introduction

These Purchasing Terms and Conditions (“Terms”) govern the purchase of goods and services by UNT GmbH (“we,” “our,” “us”) from suppliers (“Supplier” or “you”). By accepting our purchase order, you agree to be bound by these Terms.

2. Purchase Orders

2.1. All purchases made by UNT GmbH are subject to a written purchase order (“Order”). The Order will specify the goods and/or services to be provided, the price, delivery schedule, and other relevant details.

2.2. The Order, along with these Terms, constitutes the entire agreement between UNT GmbH and the Supplier. Any additional or different terms proposed by the Supplier are expressly rejected unless agreed to in writing by UNT GmbH.

3. Pricing and Payment

3.1. The price specified in the Order is firm and includes all applicable taxes, duties, and charges, unless otherwise agreed in writing.

3.2. Payment will be made according to the payment terms specified in the Order. If no payment terms are specified, payment will be made within 30 days of receipt of a correct and undisputed invoice.

3.3. Invoices must reference the applicable Order number and be sent to the address specified in the Order.

4. Delivery and Performance

4.1. The Supplier shall deliver the goods and/or perform the services on the date(s) specified in the Order. Time is of the essence.

4.2. All goods shall be delivered to the address specified in the Order, unless otherwise agreed in writing. UNT GmbH reserves the right to reject any goods delivered before or after the specified delivery date.

4.3. The Supplier must provide notice of any potential delay in delivery or performance as soon as it becomes aware of the delay.

5. Inspection and Acceptance

5.1. UNT GmbH reserves the right to inspect all goods upon delivery and services upon completion. Goods or services that do not conform to the Order may be rejected at our discretion.

5.2. Acceptance of goods or services does not waive UNT GmbH’s right to later claim for any defects or non-conformities discovered after acceptance.

6. Warranties

6.1. The Supplier warrants that all goods and services provided under the Order shall:

• Conform to the specifications, drawings, samples, or other descriptions set forth in the Order.
• Be free from defects in material, workmanship, and design.
• Be of merchantable quality and fit for the intended purpose.

6.2. These warranties are in addition to any other warranties provided by law or equity.

7. Indemnity

The Supplier shall indemnify and hold UNT GmbH harmless from any claims, damages, losses, liabilities, and expenses (including legal fees) arising out of or related to the Supplier’s breach of these Terms, including but not limited to defective goods or services, and infringement of third-party intellectual property rights.

8. Confidentiality

The Supplier agrees to keep confidential all information provided by UNT GmbH in connection with the Order and to use such information solely for the purpose of fulfilling the Order.

9. Termination

9.1. UNT GmbH reserves the right to terminate the Order, in whole or in part, at any time for convenience by providing written notice to the Supplier. In the event of such termination, the Supplier shall cease all work and follow UNT GmbH’s instructions regarding the disposition of finished and unfinished goods.

9.2. UNT GmbH may also terminate the Order immediately for cause if the Supplier fails to comply with any of these Terms. In the event of termination for cause, UNT GmbH shall have no liability to the Supplier except for payment of goods or services already delivered and accepted.

10. Compliance with Laws

The Supplier warrants that all goods and services provided under the Order comply with all applicable laws, regulations, and standards, including but not limited to environmental, health, and safety laws.

11. Governing Law and Jurisdiction

These Terms and any disputes arising out of or related to the Order shall be governed by and construed in accordance with the laws of Germany, without regard to its conflict of laws principles. Any legal proceedings shall be brought exclusively in the courts of Germany.

12. Miscellaneous

12.1. Any amendments to these Terms must be in writing and signed by authorized representatives of both parties.

12.2. The Supplier may not assign or transfer its rights or obligations under the Order without the prior written consent of UNT GmbH.

12.3. The failure of UNT GmbH to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

Contact Information

For any questions or concerns related to these Purchasing Terms and Conditions, please contact us at:

UNT GmbH
Danziger Str. 1,
41836, Hückelhoven,
Germany
Email: [email protected]