General Terms and Conditions

1. general

1.1. These terms and conditions apply exclusively to all deliveries and services of Urban Industries GmbH, Delsternerstraße 20, 58091 Hagen to entrepreneurs. An entrepreneur is a natural or legal person, or a partnership with legal capacity, who, when entering into a legal transaction, is acting in the exercise of their commercial or self-employed activity. In the case of construction services, the German Construction Contract Procedures (VOB) Parts B and C in the version valid at the time of conclusion of the contract shall apply subordinate to these GTC.

1.2. Our General Terms and Conditions shall also apply to all future business relations, even if they are not expressly agreed again. We do not recognize any terms and conditions of the customer that conflict with or deviate from our General Terms and Conditions unless we have expressly agreed to their validity in writing. Our General Terms and Conditions shall also apply if we carry out the delivery to the customer without reservation in the knowledge that the customer’s terms and conditions conflict with or deviate from our General Terms and Conditions.

1.3. Collateral agreements, assurances or amendments to these General Terms and Conditions shall only be binding if expressly accepted by us in writing.

1.4. A contract is only concluded with our written order confirmation or immediate delivery by us.

1.5. Our declarations in connection with this contract (e.g. service description, order confirmation, reference to DIN standards etc.) do not contain any assumption of a guarantee in case of doubt. In case of doubt, only express written declarations on our part regarding the guarantee shall be authoritative.

1.6. The customer shall be responsible for the selection of the ordered goods and the intended results, unless the order is based on a consulting service to be remunerated separately with a corresponding written purchase recommendation by Urban Industries GmbH.

2. offers, orders, conclusion of contract

2.1. Our offers are subject to change and non-binding and are valid for a period of 20 days, unless otherwise specified.

2.2. If the customer orders the goods electronically, we will confirm receipt of the order immediately. The confirmation of receipt does not constitute an order confirmation, but can be combined with it.

2.3. If the customer places the order electronically, the text of the contract will be saved by us and sent to the customer on request together with these GTC.

2.4. Orders shall be deemed to have been accepted if they are either confirmed by us in writing or executed immediately after receipt of the relevant order; in this case, the invoice shall also be deemed to be an order confirmation.

2.5. The conclusion of the contract is subject to the proviso that we are supplied by our suppliers on the terms and conditions customary in the industry as well as correctly and on time. This only applies in the event that we are not responsible for the non-delivery. The customer shall be informed immediately of the non-availability of the delivery / service; his consideration shall be refunded immediately.

2.6. We do not keep a stock of finished products, so each order is manufactured specifically for the customer. Changes to orders are therefore only possible in exceptional cases. Any costs for changes to the order requested by the customer shall be borne by the customer. This applies in particular to costs already incurred, e.g. due to material orders already placed or production steps already carried out.

2.7. As the contractor, we shall be obliged to perform the service at the earliest as soon as all technical and contractual details have been clarified and the client has fulfilled its obligations and created the structural, technical and legal prerequisites for performance.

3. shipping, packaging and transfer of risk

3.1. Unless otherwise agreed in individual cases, we owe our deliveries “ex works”.

3.2. In the case of delivery or performance without assembly, the risk shall pass to the customer as soon as the goods leave our works or are made available to the customer or a party appointed by the customer (including an appointed carrier) at the supplying works; this shall also apply if we bear the freight costs in individual cases. If dispatch or collection of the goods is delayed or impossible for reasons for which we are not responsible, the risk shall pass to the customer upon notification of readiness for dispatch.

3.3. In the absence of specific instructions, we shall ship the goods by suitable means of transportation at our own discretion, without assuming any obligation for the cheapest method of shipment. We shall not be liable to pay compensation for transport damage unless we or our vicarious agents are guilty of intent or gross negligence.

3.4. We shall only provide separate packaging protection, transportation and transportation aids and transportation insurance at the express request of the customer; the costs incurred shall be borne by the customer.

3.5. We accept no liability whatsoever with regard to the duration of transportation; in particular, our information is provided to the best of our knowledge, but is non-binding.

3.6. In the event of transport damage, the client must have the damage determined upon unloading or receipt of the goods in such a way that he can assert claims for damages against the carrier on the basis of this determination.

4. material and scrap management and handling of defects

4.1. Leftover and scrap materials must be collected together with the cut parts. If the material is not used for a future project within 20 days of delivery of the previous batch, daily storage charges will apply.

4.2. Scrap material is disposed of after the parts have been cut, unless the contract stipulates that the customer collects the scrap after the project has been completed. Urban Industries is not responsible for disposed scrap.

4.3. Residual materials are stored at Urban Industries until the project is completed. If these materials are not collected together with the parts after completion of the project, they will not be returned unless this is stipulated in the contract. Storage costs are charged in accordance with point 1.

4.4. Hole dimensions and edge processing/finishing cannot be guaranteed if the hole dimensions are smaller than the nominal thickness of the material.

4.5. Laser engraving of part numbers or article numbers is carried out for identification purposes. If the customer does not want the material or parts to be engraved, this must be clearly stated in the contract. Separate costs are incurred for the manual marking of parts.

4.6. Materials must be supplied free of rust, pitting and scale. If defects are found on receipt or during cutting, the defective material will not be used and the customer must replace the sheet immediately.

4.7. Handling fees are charged for the disposal of scrap material.

5. assembly

5.1. If agreed, we will carry out installation work for you. We are entitled to commission subcontractors to do so. Billing is based on the offer. If no agreement has been reached, invoicing shall be based on time and material.

5.2. If assembly work is carried out, this shall be based on VOB Part B. The client is responsible for ensuring that the local conditions, in particular the accessibility, as well as the public permits for the installation of the subject matter of the contract or for the execution of the work are given. If these requirements are not met, we can postpone the installation until they are met. Any costs incurred in this respect shall be borne by the client. The same shall apply in the event of interruptions to installation for which we are not responsible.

5.3. The scope of the installation work is based on the contract and the service description. Additional or ancillary services not mentioned shall only be performed against appropriate payment.

6. prices

6.1. All prices quoted or agreed by us correspond to the current calculation situation and are quoted in euros ex works and do not include VAT, packaging, freight, postage, value protection and other ancillary costs (storage costs; external inspection etc.). Unless otherwise agreed, in particular the costs for the installation of the products / assembly are not included.

6.2. Costs for processing the contract, in particular shipping costs, separate packaging and transaction costs attributable to a payment method may be shown separately.

6.3. A subsequent reduction in the order quantity entitles us to a reasonable increase in the unit prices.

6.4. If you place your order electronically, the prices at the time of ordering apply.

6.5. In the case of continuing obligations and agreements containing delivery and performance periods of more than four months after conclusion of the contract, we as the contractor are entitled to demand negotiations on price adjustments if the following items experience an increase. Prices for the total material required Wage and / or ancillary wage costs due to legal or other changes

6.6. Reasonable surcharges and allowances shall be charged for subsequently requested overtime, night work, work on Sundays and public holidays, as well as for work that is unforeseeable for the Contractor or has to be carried out under difficult conditions.

6.7. For orders for which fixed prices have not been expressly agreed, the list price valid on the day of performance shall apply.

7. terms of payment

7.1. For all orders, with the exception of cash sales and orders which are concluded and processed electronically, the terms of payment agreed in the offer shall apply.

7.2. We reserve the right to demand advance payments, down payments or payments on account. This applies in particular to first-time customers. Advance payments, down payments and payments on account do not bear interest.

7.3. The timeliness of the payment owed always depends on the receipt of payment by us.

7.4. After expiry of the payment deadline, the customer shall be in default. Default occurs without a reminder.

7.5. During the period of default, the entrepreneur shall pay interest on the debt at 5% above the base interest rate, whereby we reserve the right to prove and claim higher damages caused by default.

7.6. The client shall only be entitled to set-off rights if his counterclaims have been legally established, are undisputed or have been recognized by us. He is also authorized to exercise a right of retention insofar as a counterclaim is based on the same contractual relationship.

7.7. If we become aware of circumstances which give rise to justified doubts as to the creditworthiness of the customer, in particular if payment deadlines are repeatedly not met, we shall be entitled to demand immediate payment of our entire remaining debt.

7.8. In this case, we are also entitled to carry out outstanding deliveries and services only against advance payment or against the provision of securities and, until then, to postpone the continuation of current orders or to withdraw from the contract.

8. delivery date

8.1. The delivery dates stated by us are always subject to the timely clarification of all details of the order and the preliminary services to be provided by the customer, in particular the provision of documents and approvals, notification of the necessary technical information, the possible approval of drawings and the punctual receipt of any agreed down payments and / or payments on account and the punctual provision of any agreed payment security.

8.2. The deadlines agreed for a delivery shall be deemed to have been met upon notification of readiness for dispatch if delivery ex works has been agreed.

8.3. We are entitled to make partial deliveries and render partial services at any time. The client cannot derive any rights with regard to the remaining partial deliveries or partial services from the delay of partial deliveries and partial services.

8.4. In cases of force majeure, strike, lockout or similar unforeseen events that hinder the execution of an order, we are not bound to the agreed delivery time for the duration of the hindrance.

9. warranty

The following applies to the existence of defects:

9.1. Claims for defects on the part of the client presuppose that he has properly fulfilled his obligations to inspect the goods and give notice of defects in accordance with § 377 HGB (German Commercial Code).

9.2. We must be given the opportunity to establish the defect complained of. At our request, the customer is obliged – insofar as technically possible and reasonable – to send us the rejected goods at our expense. In the event of an unjustified notice of defects, these costs shall be reimbursed to us. The claim for damages and expenses is lumped at € 50.00. We reserve the right to prove higher expenses and damages. The client reserves the right to provide evidence of significantly lower actual expenses and damages.

9.3. In the event of justified complaints, we are initially entitled, at our discretion, to repair or replace the goods. If the defect is not remedied as a result, we shall be entitled to these rights a second time.

9.4. The expenses required for the purpose of subsequent performance, in particular transport, labor and material costs, shall be borne by us. This shall not apply to additional costs incurred due to the fact that the delivery/service is no longer located at the agreed place of delivery/performance.

9.5. The transportation costs to be borne by us are generally limited to the cheapest means of transport. The additional costs of a means of transportation requested / demanded by the customer shall be borne accordingly by the customer or, if applicable, reimbursed to us.

9.6. If two attempts at subsequent performance or replacement delivery fail, the client may, at his discretion, demand a reduction in payment (abatement) or rescission of the contract. Further claims by the client are excluded. This applies in particular to claims for damages by the client.

9.7. If the goods delivered by us are only partially defective, the customer may only withdraw from the contract in full if a defect-free partial delivery is of no interest to him; otherwise he remains obliged to accept the defect-free part of the goods.

9.8. Insignificant, reasonable deviations in dimensions and designs, particularly in the case of repeat orders, shall not entitle the customer to make complaints unless compliance with dimensions and color shades has been expressly agreed. Technical improvements and necessary technical modifications shall also be deemed to be in accordance with the contract, insofar as they do not represent a deterioration in value.

9.9. The above warranty provisions shall apply accordingly to the repaired or replaced work.

10. reservation of title

10.1. The delivered goods shall remain the property of the contractor until full payment of all claims arising from contracts. The Contractor shall be entitled to take back the purchased item if the Client acts in breach of contract. The request to return the purchased item does not constitute a declaration of withdrawal by Urban Industries GmbH before.

10.2. The client is obliged to treat the subject matter of the contract with care as long as ownership has not yet been transferred to him. As long as ownership has not yet been transferred, the client must inform us immediately in writing if the delivered item is seized or exposed to other interventions by third parties.

10.3. The client is entitled to resell the reserved goods in the normal course of business. The customer hereby assigns the claims of the purchaser from the resale of the reserved goods in the amount of our outstanding purchase price claim. This shall also apply if the object of the order is processed and then resold. The client shall remain authorized to collect the claim even after the assignment. Our authority to collect the claim ourselves remains unaffected by this. As long as the client meets its payment obligations, is not in default and no application for the opening of insolvency proceedings has been filed against the client, or payments have been suspended, the assignment shall not be disclosed and the claim shall not be collected by us.

11. non-disclosure agreement

The client, as well as we, are obliged to use all documents, e.g. samples, models and knowledge, which they receive from the business relationship, only for jointly pursued purposes and to keep them secret from third parties with the same care as their own corresponding documents and knowledge, if the other partner designates them as confidential or has an obvious interest in keeping them secret. This obligation begins from the first receipt of the documents or knowledge and remains in force as long as there is a legitimate interest, even after the termination of the contractual relationship. This obligation shall not apply to documents and knowledge which are generally known or which were already known to the partner upon receipt without the partner being obliged to maintain confidentiality, or which are subsequently transmitted by a third party authorized to pass them on.

12. copyrights / property rights

12.1. Our deliveries and services do not include the transfer of copyrights.

12.2. We reserve all property rights and copyrights to illustrations, drawings, drafts, cost estimates, quotations and other documents. This also applies to written documents that are marked as “confidential”.

12.3. Drawings, technical documents relating to the goods to be supplied or their manufacture made available to our customers shall remain our property and – unless otherwise agreed – shall be returned to us upon termination of the contractual relationship.

13 Applicable law, place of jurisdiction, place of performance

13.1. All legal relationships between Urban Industries GmbH and the client shall be governed exclusively by the law of the Federal Republic of Germany applicable to legal relationships between domestic parties, to the exclusion of the UN Convention on Contracts for the International Sale of Goods.

13.2. The place of jurisdiction is the court responsible for the registered office of Urban Industries GmbH. However, Urban Industries GmbH is entitled to bring an action at the principal place of business of the client.

13.3. Unless otherwise stated in the contractual agreements, our registered office is the place of performance.