Terms of service

GENERAL TERMS AND CONDITIONS OF UNITED SALON TECHNOLOGIES GMBH FOR THE UST SHOPS

§ 1 SCOPE OF APPLICATION

1.1 All deliveries, services, and offers provided by United Salon Technologies GmbH (hereinafter referred to as the "Seller") are based exclusively on these General Terms and Conditions of Delivery. These are an integral part of all contracts that the Seller concludes with its contractual partners (hereinafter referred to as "Customer") for the deliveries or services it offers. They also apply to all future deliveries, services, or offers to the Customer, even if they are not agreed separately again.

1.2 The terms and conditions of the customer or third parties shall not apply, even if the seller does not separately object to their validity in individual cases. Even if the seller refers to a letter that contains or refers to the terms and conditions of the client or a third party, this does not constitute agreement with the validity of those terms and conditions. Any conflicting prohibition of assignment is hereby expressly rejected. We are entitled to assign the claims arising from our business relationship. 

§ 2 Offer and conclusion of contract

2.1 All offers made by the seller are subject to change and non-binding, unless they are expressly marked as binding or contain a specific acceptance period. The seller may accept orders or contracts within 14 days of receipt.

2.2 The legal relationship between the seller and the customer shall be governed solely by the written purchase agreement, including these General Terms and Conditions of Delivery. This contract fully reflects all agreements between the contracting parties regarding the subject matter of the contract. Verbal commitments made by the seller prior to the conclusion of this contract are not legally binding, and verbal agreements between the contracting parties are replaced by the written contract, unless it is expressly stated in each case that they remain binding.

2.3 Additions and amendments to the agreements made, including these General Terms and Conditions of Delivery, must be made in writing to be effective. With the exception of managing directors or authorized signatories, the Seller's employees are not authorized to make verbal agreements that deviate from the written agreement. Telecommunication, in particular by fax or e-mail, shall suffice to comply with the written form requirement, provided that a copy of the signed declaration is transmitted.

2.4 Information provided by the seller regarding the object of delivery or service (e.g., weights, dimensions, utility values, load capacity, tolerances, and technical data) as well as representations thereof (e.g., drawings and illustrations) are only approximate unless the usability for the contractually intended purpose requires exact conformity. They are not guaranteed characteristics, but descriptions or identifications of the delivery or service. Deviations that are customary in the trade and deviations that are due to legal regulations or represent technical improvements, as well as the replacement of components with equivalent parts, are permissible, provided they do not impair the usability for the contractually intended purpose.

2.5 The seller reserves the ownership or copyright to all offers and cost estimates submitted by him, as well as to drawings, illustrations, calculations, brochures, catalogs, models, tools, and other documents and aids made available to the client. The customer may not make these items available to third parties, disclose them, use them himself or through third parties, or reproduce them without the express consent of the seller. At the seller's request, the customer must return these items in full to the seller and destroy any copies made if they are no longer required by the customer in the ordinary course of business or if negotiations do not lead to the conclusion of a contract. This does not apply to the storage of data provided electronically for the purpose of standard data backup. 

§ 3 Prices and payment

3.1 The prices apply to the scope of services and delivery specified in the order confirmations. Additional or special services will be charged separately. Prices are quoted in EUR ex works plus packaging, the applicable statutory value-added tax, customs duties for export deliveries, and other public charges.

3.2 Invoice amounts are payable within thirty days without any deductions, unless otherwise agreed in writing. The bank details can be found on the invoice. The date of payment is determined by the date of receipt by the seller. Payment by check is excluded, unless agreed separately in individual cases. If the client fails to pay by the due date, interest of 5% p.a. shall be charged on the outstanding amounts from the due date; the right to claim higher interest and further damages in the event of default remains unaffected. In the event of default on more than one liability, all claims against the client shall become due for payment immediately. The statutory default interest shall apply.

3.3 Offsetting against counterclaims of the customer or withholding payments due to such claims is only permissible if the counterclaims are undisputed or have been legally established or arise from the same order under which the delivery in question was made.

3.4 The seller is entitled to make outstanding deliveries or provide outstanding services only against advance payment or security if, after conclusion of the contract, it becomes aware of circumstances that are likely to significantly reduce the creditworthiness of the customer and which jeopardize the payment of the seller's outstanding claims by the customer from the respective contractual relationship (including from other individual orders to which the same framework agreement applies).

§ 4 Delivery and delivery time

4.1 Deliveries are made ex works.

4.2 Deadlines and dates for deliveries and services promised by the seller are always approximate, unless a fixed deadline or date has been expressly promised or agreed. If shipment has been agreed, delivery deadlines and dates refer to the time of handover to the forwarding agent, carrier, or other third party commissioned with the transport.

4.3 Without prejudice to its rights arising from default on the part of the customer, the seller may demand that the customer extend delivery and performance deadlines or postpone delivery and performance dates by the period during which the customer fails to fulfill its contractual obligations to the seller. 4.4 ICC clause on force majeure ("Force Majeure Clause"):

4.4.1 Definition: "Force majeure" means the occurrence of an event or circumstance ("force majeure event") that prevents a party from fulfilling one or more of its contractual obligations under the contract, if and to the extent that the party affected by the obstacle ("affected party") proves that:

4.4.1.1 this obstacle is beyond its reasonable control; and 4.4.1.2 it could not reasonably have been foreseen at the time the contract was concluded; and 4.4.1.3 the effects of the obstacle could not reasonably have been avoided or overcome by the affected party.

4.4.2 Non-performance by third parties: If a party fails to perform one or more of its contractual obligations due to a failure on the part of a third party to whom it has entrusted the performance of all or part of the contract, that party may invoke force majeure only to the extent that the requirements for the acceptance of force majeure as defined in 4.4.1, apply not only to the contracting party but also to the third party.

4.4.3 Presumed events of force majeure: Until proven otherwise, the following events affecting a party are presumed to fulfill the conditions for the assumption of force majeure under § 4.4.1.1 and § 4.4.1.2. In this case, the affected party only has to prove that the condition under § 4.4.1.3 is actually fulfilled: - War (declared or undeclared), hostilities, attack, acts of foreign enemies, extensive military mobilization; - Civil war, riots, rebellion and revolution, military or other seizure of power, insurrection, acts of terrorism, sabotage or piracy; - Currency and trade restrictions, embargo, sanctions; - Lawful or unlawful official acts, compliance with laws or government orders, expropriation, seizure of works, requisition, nationalization; - Plague, epidemic, pandemic (in particular COVID-19), natural disaster or extreme natural event; - Explosion, fire, destruction of equipment, prolonged failure of means of transport, telecommunications, information systems, energy, or raw materials; - General labor unrest such as boycotts, strikes, and lockouts, slowdowns, occupation of factories and buildings.

4.4.4 Notification: The affected party must notify the other party of the event without delay.

4.4.5 Consequences of force majeure: A party that successfully invokes this clause shall be released from its contractual obligations and from any liability for damages or other contractual remedies for breach of contract, provided that it gives immediate notice thereof. If, however, the notification is not made immediately, the exemption shall only take effect from the time the notification reaches the other party. The other party may suspend the performance of its obligations from the time of this notification if force majeure is actually assumed.

4.4.6 Temporary impediment: If the effect of the asserted impediment or event is temporary, the consequences set out in §4.4.5 shall only apply for as long as the asserted impediment prevents the affected party from fulfilling its contractual obligations. The affected party must notify the other party as soon as the impediment no longer prevents it from fulfilling its contractual obligations.

4.4.7 Duty to mitigate: The affected party is obligated to take all reasonable measures to limit the effects of the event invoked in the performance of the contract.

4.4.8 Termination of contract: If the duration of the asserted impediment results in the contracting parties being essentially deprived of what they could reasonably expect under the contract, the respective party shall have the right to terminate the affected contract by notifying the other party within a reasonable period of time. Unless otherwise agreed, the parties expressly agree that the contract may be terminated by either party if the duration of the impediment exceeds 120 days.

4.4.9 Unjust enrichment: If §4.4.8 applies and one party to the contract has gained an advantage through an action of the other party prior to termination of the contract, it must pay the other party a sum of money equal to the value of the advantage.

4.5 ICC force majeure clause: 4.5.1 A contracting party is obliged to fulfill its contractual obligations even if events have made fulfillment more difficult than could reasonably have been expected at the time the contract was concluded. 4.5.2 If, notwithstanding § 4.5.1, a contracting party proves that: - the continued performance of its contractual obligations is impossible due to an event beyond its reasonable control which could not reasonably have been expected at the time the contract was concluded; and that - the contracting party could not reasonably have avoided or overcome the event or its consequences, the parties are obliged to negotiate alternative contractual terms within a reasonable period of time after invoking this clause, which will enable the consequences of the event to be overcome in an appropriate manner. 4.5.3 If § 4.5.2 applies but the parties have been unable to agree on alternative contractual terms in accordance with that paragraph, the party invoking this clause shall be entitled to terminate the contract but may not demand an adjustment by a judge or arbitrator without the consent of the other party. 

4.6 The seller is only entitled to make partial deliveries if the partial delivery is usable for the customer within the scope of the contractual purpose, the delivery of the remaining ordered goods is ensured, and the customer does not incur any significant additional expenses or costs as a result (unless the seller agrees to bear these costs). 

4.7 If the Seller defaults on a delivery or service or if a delivery or service becomes impossible for any reason whatsoever, the Seller's liability for damages shall be limited in accordance with § 8 of these General Terms and Conditions of Delivery.

§ 5 Shipping and transfer of risk

5.1 Unless otherwise specified, the place of performance for all obligations arising from the contractual relationship is Solingen.

5.2 The shipping method and packaging are subject to the seller's reasonable discretion.

5.3 The risk shall pass to the customer at the latest upon handover of the delivery item (whereby the start of the loading process shall be decisive) to the forwarding agent, carrier, or other third party designated to carry out the shipment. This shall also apply if partial deliveries are made or if the seller has assumed other services (e.g., shipping or installation). If shipment or handover is delayed due to circumstances for which the customer is responsible, the risk shall pass to the customer on the day on which the delivery item is ready for shipment and the seller has notified the customer thereof. 

5.4 Storage costs after transfer of risk shall be borne by the customer. If storage is provided by the seller, the storage costs shall amount to 0.25% of the invoice amount of the delivery items to be stored per week elapsed. We reserve the right to assert and provide evidence of further or lower storage costs.

5.5 The shipment will only be insured by the seller against theft, breakage, transport, fire, and water damage or other insurable risks at the express request of the customer and at their expense. 

5.6 If acceptance is required, the purchased item shall be deemed accepted if - delivery has been completed, - the seller has notified the customer of this, referring to the deemed acceptance under this § 5.6, and has requested the customer to accept the item, - 10 working days have passed since delivery or the customer has started using the purchased item and, in this case, 5 working days have passed since delivery, and - the customer has failed to accept the goods within this period for a reason other than a defect reported to the seller that makes it impossible or significantly impairs the use of the purchased item.

§ 6 Right of withdrawal

6.1 As a consumer, you have the right to withdraw from this contract within 14 days without giving any reason. This right does not apply to entrepreneurs.

6.2 The withdrawal period is 14 days from the day 6.2.1 in the case of a purchase contract: on which you or a third party designated by you, who is not the carrier, took possession of the goods; 6.2.2 in the case of a contract for several goods that you have ordered as part of a single order and that are delivered separately: on the day on which you or a third party designated by you, who is not the carrier, took possession of the last goods; 6.2.3 in the case of a contract for the delivery of goods in multiple partial shipments or pieces: when you or a third party designated by you, who is not the carrier, has taken possession of the last partial shipment or the last piece; 6.2.4 in the case of a contract for the regular delivery of goods over a specified period of time: on the day on which you or a third party designated by you, who is not the carrier, took possession of the first goods. To exercise your right of withdrawal, you must inform us (United Salon Technologies GmbH, Customer Service, Ketzberger Str. 34, 42653 Solingen, Germany,ust, +49 212 658625) of your decision to withdraw from this contract by means of a clear statement (e.g., a letter sent by post, fax, or email). You can use the attached sample withdrawal form for this purpose, but this is not mandatory.

6.3 To comply with the withdrawal period, it is sufficient to send the notification of the exercise of the right of withdrawal before the expiry of the withdrawal period.

6.4 Consequences of withdrawal: 6.4.1 If you withdraw from this contract, we shall reimburse you for all payments we have received from you, including delivery costs (with the exception of additional costs resulting from your choice of a type of delivery other than the cheapest standard delivery offered by us), without delay and at the latest within 14 days from the day on which we receive notification of your Cancellation Policy contract. For this refund, we will use the same means of payment that you used for the original transaction, unless expressly agreed otherwise with you; in no event will you be charged for this refund. We may refuse to refund until we have received the goods back or until you have provided proof that you have returned the goods, whichever is earlier.You must return or hand over the goods to us (United Salon Technologies GmbH, Customer Service, Ketzberger Str. 34, 42653 Solingen, Germany) immediately and in any case no later than 14 days from the date on which you notify us of the Cancellation Policy contract. The deadline is met if you send the goods before the 14-day period expires. 6.4.2 If you use a return label provided by us, the return shipment is free of charge for you. Return labels can be requested at any time from our customer service (ust). If you do not use our return label, you will bear the direct costs of returning the goods.

6.5 The Cancellation Policy not Cancellation Policy if goods are delivered that are not prefabricated, for the manufacture of which an individual selection or determination by the customer is decisive, or which are clearly tailored to the customer's personal needs.

6.6 Sample withdrawal form: If you wish to withdraw from the contract, please fill out this form and return it to: To United Salon Technologies GmbH Customer Service Ketzberger Str. 34 42653 Solingen Germanyust I/we hereby withdraw from the contract concluded by me/us for the purchase of the following goods/the provision of the following services:__________________________________________________________ Ordered on _________________________, received on _______________________________________________________ Name of consumer(s)(s):____________________________________________________________________________ Address of the consumer(s):__________________________________________________________________________ Signature of the consumer(s), only for paper notifications:_______________________________________________________________________________________________ Place, date:____________________________________________________________________________________________

§ 7 Warranty, material defects

7.1 If the customer is an entrepreneur, the delivered items must be carefully inspected immediately after delivery to the customer or to a third party designated by the customer. They shall be deemed to have been approved by the buyer with regard to obvious defects or other defects that would have been apparent during an immediate, careful inspection if the seller does not receive a written notice of defects within six working days of delivery. With regard to other defects, the delivery items shall be deemed to have been approved by the buyer if the notice of defect is not received by the seller within five working days of the date on which the defect became apparent; if the defect was already apparent at an earlier date during normal use, however, this earlier date shall be decisive for the start of the complaint period. At the seller's request, a rejected delivery item must be returned to the seller carriage paid. In the event of a justified complaint, the seller shall reimburse the costs of the cheapest shipping method; this shall not apply if the costs increase because the delivery item is located at a place other than the place of intended use.

7.2 In the event of material defects in the delivered items, the seller is initially obliged and entitled to repair or replace the items within a reasonable period of time, at its discretion. In the event of failure, i.e., impossibility, unreasonableness, refusal, or unreasonable delay in repair or replacement, the customer may withdraw from the contract or reduce the purchase price appropriately.

7.3 If a defect is attributable to the seller, the customer may claim damages under the conditions specified in § 8.

7.4 In the event of defects in components from other manufacturers which the seller cannot remedy for licensing or factual reasons, the seller shall, at its discretion, assert its warranty claims against the manufacturers and suppliers on behalf of the customer or assign them to the customer. Warranty claims against the seller for such defects shall only exist under the other conditions and in accordance with these General Terms and Conditions of Delivery if the legal enforcement of the above-mentioned claims against the manufacturer and supplier has been unsuccessful or is futile, e.g. due to insolvency. During the duration of the legal dispute, the statute of limitations for the client's warranty claims against the seller shall be suspended.

7.5 The warranty shall lapse if the customer modifies the delivery item or has it modified by third parties without the seller's consent and this makes it impossible or unreasonably difficult to remedy the defect. In any case, the customer shall bear the additional costs of remedying the defect resulting from the modification.

7.6 Any delivery of used items agreed with the customer in individual cases shall be made to entrepreneurs to the exclusion of any warranty for material defects. 7.6.1 The warranty period for entrepreneurs shall be one year from delivery or, if acceptance is required, from acceptance. This period shall not apply to claims for damages by the customer arising from injury to life, limb, or health or from intentional or grossly negligent breaches of duty by the seller or its vicarious agents, which shall be subject to the statutory limitation periods in each case. 7.6.2 Consumers' warranty claims shall be subject to the statutory limitation periods.

§ 8 Liability for damages due to fault

8.1 The seller's liability for damages, regardless of the legal basis, in particular due to impossibility, delay, defective or incorrect delivery, breach of contract, breach of duties during contract negotiations, and tort, is limited in accordance with this § 8, insofar as fault is relevant in each case.

8.2 The seller shall not be liable in the event of simple negligence on the part of its organs, legal representatives, employees, or other vicarious agents, unless this involves a breach of essential contractual obligations. Essential obligations are the obligation to deliver and install the delivery item on time, to ensure that it is free of legal defects and material defects that significantly impair its functionality or usability, as well as advisory, protection, and care obligations that are intended to enable the customer to use the delivery item in accordance with the contract or that are intended to protect the life and limb of the customer's personnel or to protect the customer's property from significant damage. 

8.3 Insofar as the seller is liable for damages in accordance with § 8.2, this liability shall be limited to damages which the seller foresaw as a possible consequence of a breach of contract at the time of conclusion of the contract or which he should have foreseen if he had exercised due care. Indirect damage and consequential damage resulting from defects in the delivery item shall also only be eligible for compensation if such damage is typically to be expected when the delivery item is used as intended.

8.4 In the event of liability for simple negligence, the seller's obligation to pay compensation for property damage and any resulting further financial losses shall be limited to the coverage amount of the business liability insurance of €3,000,000.00 per claim, even if this involves a breach of essential contractual obligations. 

8.5 The above exclusions and limitations of liability shall apply to the same extent in favor of the Seller's organs, legal representatives, employees, and other vicarious agents.

8.6 If the seller provides technical information or advice and this information or advice is not part of the contractually agreed scope of services owed by the seller, this shall be provided free of charge and to the exclusion of any liability. 

8.7 The limitations of this Section 8 shall not apply to the Seller's liability for intentional conduct, for guaranteed characteristics, for injury to life, limb, or health, or under the Product Liability Act.

§ 9 Retention of title 

9.1 The retention of title agreed below serves to secure all existing and future claims of the seller against the customer arising from the delivery relationship between the contracting parties (including balance claims from a current account relationship limited to this delivery relationship). In relation to consumers, the retention of title is limited to the (purchase price) claim(s) arising from the underlying purchase contract. 

9.2 The goods delivered by the seller to the customer remain the property of the seller until all secured claims have been paid in full. The goods and the goods covered by the retention of title that replace them in accordance with the following provisions are hereinafter referred to as "reserved goods." 

9.3 The customer shall store the goods subject to retention of title free of charge for the seller.

9.4 The customer is revocably entitled to sell the goods subject to retention of title in the ordinary course of business until the occurrence of the event of realization (§ 9.8). Claims for payment of the purchase price arising from the resale are hereby assigned to the seller. Pledging and transfer by way of security are not permitted. 

9.5 In the event of resale of the goods subject to retention of title, the customer hereby assigns to the seller, by way of security, the resulting claim against the purchaser—in the case of co-ownership of the goods subject to retention of title by the seller, proportionally in accordance with the co-ownership share. The same applies to other claims that replace the goods subject to retention of title or otherwise arise in relation to the goods subject to retention of title, such as insurance claims or claims arising from tort in the event of loss or destruction. The seller revocably authorizes the customer to collect the claims assigned to the seller in its own name. The seller may only revoke this collection authorization in the event of realization. If a current account relationship exists between the seller and the customer in accordance with § 355 HGB (German Commercial Code), the advance assignment also applies to the recognized balance. Any processing or transformation of the purchased item by the customer is always carried out on behalf of the seller. If the purchased item is mixed with other items not belonging to the seller, the seller shall acquire co-ownership of the new item in proportion to the value of the purchased item to the other mixed items at the time of mixing. If the client's item is to be regarded as the main item, the client shall transfer co-ownership to the seller on a pro rata basis. Withdrawal from the contract is not necessary to assert the retention of title, unless the customer is a consumer. 

9.6 If third parties seize the goods subject to retention of title, in particular through attachment, the customer shall immediately notify them of the seller's ownership and inform the seller thereof in order to enable the seller to enforce its ownership rights. If the third party is unable to reimburse the seller for the judicial or extrajudicial costs incurred in this connection, the customer shall be liable to the seller for these costs.

9.7 The seller shall release the goods subject to retention of title and the items or claims replacing them if their value exceeds the amount of the secured claims by more than 50%. The seller shall be responsible for selecting the items to be released.

9.8 If the seller withdraws from the contract due to breach of contract by the customer—in particular default of payment—(event of realization), he shall be entitled to demand the return of the goods subject to retention of title. 

§ 10 Final provisions

10.1 If the customer is a merchant, a legal entity under public law, or a special fund under public law, or if they do not have a general place of jurisdiction in the Federal Republic of Germany, the place of jurisdiction for all disputes arising from the business relationship between the seller and the customer shall be Solingen or the customer's registered office, at the seller's discretion. In such cases, however, Solingen shall be the exclusive place of jurisdiction for legal action against the seller. Mandatory statutory provisions on exclusive places of jurisdiction remain unaffected by this provision.

10.2 The relationship between the seller and the customer is governed exclusively by the laws of the Federal Republic of Germany. The United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980 (CISG) does not apply.

10.3 If the contract or these General Terms and Conditions of Delivery contain any loopholes, these loopholes shall be filled by legally effective provisions which the contracting parties would have agreed upon in accordance with the economic objectives of the contract and the purpose of these General Terms and Conditions of Delivery if they had been aware of the loophole. 

Solingen, July 1, 2023
United Salon Technologies GmbH