General Terms and Conditions of the ubisys Smart Home-Store

§1 Scope

1. The law of the Federal Republic of Germany shall apply. These general terms and conditions apply to all orders placed with ubisys technologies GmbH hereinafter referred to as "ubisys" by consumers or entrepreneurs via the online store.

2. A consumer is any natural person who concludes a legal transaction for a purpose that cannot be attributed to either his or her commercial or self-employed professional activity (Section 13 BGB). An entrepreneur is a natural or legal person or a partnership with legal capacity who, when concluding a legal transaction, acts in the exercise of his or her commercial or independent professional activity (Section 14 BGB); a partnership with legal capacity is a partnership endowed with the capacity to acquire rights and incur liabilities.

§2 Contractors

When ordering via our online store, the contract is concluded with:

ubisys technologies GmbH
Neumannstr. 10 
D-40235 Düsseldorf

Phone: +49 211. 54 21 55 - 00 (Monday to Friday from 9.00 am to 6.00 pm)
E-Mail: info@ubisys.de

Managing Directors: Dr.-Ing Arasch Honarbacht, Dipl.-Des. Marcel Apfel
Seat of the company: Düsseldorf
Local court Düsseldorf, Commercial register-No.: HRB 55782
VAT-ID: DE 254708982
Tax-No. 133/5878/1088

§3 Contract conclusion

1. By clicking on the button "Buy now", the customer makes a binding offer to purchase the goods in the shopping cart and agrees to the validity of these terms and conditions.

2. The order confirmation automatically generated and sent after sending the order confirms the content and the receipt of the customer's order by ubisys, but does not yet represent an acceptance of the customear's offer. ubisys will declare the acceptance either by sending a shipping confirmation or by shipping the goods within 5 working days from receipt of the customer's order. Should the delivery exceptionally take place after the expiration of 5 working days, the customer is no longer bound to his order, unless a possible longer delivery time was pointed out in the store or by e-mail for the respective product. Otherwise, the delivery of goods after the expiry of 5 days is a new offer to conclude the contract. The customer may tacitly accept this offer by accepting the goods and putting them into use or expressly. ubisys waives the receipt of the declaration of acceptance in this respect (§ 151 BGB).

3. A contract is only concluded by the declaration of acceptance by ubisys, which is sent with a separate e-mail (order confirmation or shipping confirmation), at the latest, however, by the shipment of the order

§4 Unavailability of goods

1. Each offer is subject to self-delivery. If goods ordered are not available at the time of the order, ubisys reserves the right not to accept the order of the goods, so that no contract is concluded. In this case we will inform you immediately and at the same time offer you, if possible, a product of equivalent quality and price. If no comparable product is available or if you do not wish to receive a comparable product, we will immediately refund any consideration (payment) already made by you.

2. Eine Schadensersatzhaftung wegen Nichterfüllung ist ausgeschlossen, sofern ubisys hinsichtlich der mangelnden Verfügbarkeit weder grob fahrlässig noch vorsätzlich gehandelt hat, eine etwaige Haftung wegen vorvertraglichen Verschuldens (c.i.c.) bleibt unberührt. Dem Kunden stehen im Fall einer Falschlieferung im Sinne des § 434 III BGB die gesetzlich vorgeschriebenen Rechte uneingeschränkt zu.

§5 Prices and shipping costs

1. For private customers: The marked prices are final prices including the applicable statutory VAT in the amount of (currently) 19%. Accidental mispricing is possible; in case of doubt, the price confirmed in the declaration of acceptance by ubisys shall be binding, not the price quoted on the Internet pages or in any other form.

2. For business customers (access to the business customer area must be activated by ubisys): The marked prices are final prices excluding the applicable statutory value added tax. Accidental mispricing is possible; in case of doubt, the price confirmed in the declaration of acceptance by ubisys shall be binding, not the price quoted on the Internet pages or in any other form.
3. ubisys usually delivers worldwide. For shipping we charge a flat shipping fee – except Germany, here the shipping is free of charge. This varies depending on the package size or weight and destination and is displayed before submitting the order. Furthermore, for shipments to non-EU countries (e.g. Switzerland or Norway) additional customs charges may apply.

§6 Payment

1. For end customers: All prices include the applicable statutory value-added tax.

2. For business customers: All prices are exclusive of the applicable statutory value-added tax.

3. The customer can choose from the payment methods displayed at the end of the ordering process.

4. The entered bank data is not stored at ubisys, but if necessary at the respective selected payment provider. The respective data protection provisions of the payment service provider apply here.

§7 Payment terms and methods

You have the option when ordering to choose between different payment methods, unless a special payment method is specified in the service description of the product. The individual payment terms and methods are described on the website (www.smarthome-store.de).

1. Payment by credit card: By indicating the credit card number/account number in the order, ubisys is authorized to collect the purchase price amount from the credit card account/current account indicated by the customer in the order; any bank charges resulting from a failure of the money order due to insufficient funds in the account shall be borne by the customer. If the customer agrees to the direct debit procedure, the money will be debited by us immediately.
2. Payment by direct debit: In case of payment by direct debit, the money will be debited immediately by ubisys. There is no prior check whether the goods are in stock. With this payment method, you have to bear the costs that we incur as a result of a chargeback of a payment transaction due to lack of funds in your account or due to incorrectly transmitted data of your bank account.
3. Payment by invoice: When paying by invoice, the invoice amount is to be paid in one sum. Payment term is 10 days. Discount is not granted by ubisys. After expiration of the 10 days from proper receipt of the goods together with the invoice, the customer is automatically in default of payment (§ 286 III BGB). The legal regulations concerning the consequences of default of payment shall apply.
4. You shall only have a right to offset if your counterclaims have been legally established or are undisputed or have been acknowledged by us in writing.
5. The payment obligation shall become due at the latest when the goods are handed over to the customer. ubisys shall be entitled to make partial deliveries; the purchase price shall become due proportionately to the partial delivery.
6. ubisys shall be entitled to withdraw from the contract in case of default of payment after fruitless expiry of the deadline.
7. During the delay in payment, the customer shall be liable for any negligence and for the accidental loss of the item provided or already delivered to ubisys (§ 287 BGB). If the customer does not accept the duly delivered goods - without making use of a possible right of revocation or return in the case of a consumer goods purchase - he owes in the case of default of acceptance in particular the additional expenses incurred, for example the additional express costs incurred as a result of the multiple delivery attempt or any custody costs, administrative costs, etc. (§ 304 BGB).
8. ubisys is no longer responsible for simple negligence after default of acceptance (§ 300 BGB). Default of acceptance shall be deemed to exist in particular if the customer cannot be found in person at the specified delivery address at the specifically agreed time of performance. If the customer seriously and finally refuses acceptance without justification, ubisys may withdraw from the contract and in particular claim the lost business profit as damages (§ 325 BGB).

§8 Electronic invoice

You hereby expressly consent to electronic invoicing by us.

§9 Delivery

1. The delivery of our goods shall be made to the delivery address specified by the customer. If the customer is an entrepreneur, the risk shall pass upon delivery of the goods to the carrier or any other person designated for shipment (§ 447 BGB).
   If the customer is a consumer, the risk of accidental loss and accidental deterioration shall pass only upon delivery of the goods to the customer or from the time of default of acceptance (§ 474 II BGB).
2. ubisys shall endeavor to deliver the goods as quickly as possible. Delivery times are always subject to timely and sufficient self-supply. Subject to the priority of a verifiable individual agreement, only delivery dates agreed in writing shall be binding in case of doubt.
3. The customer shall inspect the goods immediately after delivery for quality and quantity. The rights of the consumer from §§ 434 ff. BGB (German Civil Code) shall not be restricted in the event of a breach of this obligation; in individual cases, however, the breach of obligation may give rise to contributory negligence on the part of the consumer pursuant to § 254 BGB. The entrepreneur shall notify obvious defects immediately after delivery of the goods and hidden defects immediately after discovery or objective possibility of discovery. The validity of § 377 HGB remains unaffected.

§10 Retention of title

The delivered goods shall remain the property of ubisys until payment has been made in full. The legal property rights according to §§ 946 ff. BGB (German Civil Code) remain unaffected. The retention of title shall also remain in force for all claims that ubisys subsequently acquires against the customer in connection with its delivery or service. Until the claims arising from the retention of title have been fulfilled, the items covered by the retention of title may not be resold, rented, lent or given away and may not be put into repair by third parties; this shall not affect the consumer's right to remedy defects in the event of default by ubisys with the subsequent performance owed by law. If the customer does not fulfill his due obligations from the retention of title, ubisys may withdraw from the contract after setting an appropriate deadline and demand the return of the goods subject to retention of title from the customer and, after warning with an appropriate deadline, realize them in the best possible way by selling them on the open market, offsetting them against his claim. All costs of taking back and realizing the reserved goods shall be borne by the customer.

§11 Revocation

1. If the customer is a natural person who concludes a legal transaction for a purpose that can predominantly be attributed neither to his commercial nor to his independent professional activity (consumer), the customer shall be entitled to a right of revocation pursuant to § 312g in conjunction with § 355 BGB.

2. Right of withdrawal for contracts for the sale of goods:

Beginning of the cancellation policy

You have the right to cancel this contract within fourteen days without giving any reason.

In the case of a purchase contract, the revocation period is fourteen days from the day on which you or a third party named by you, who is not the carrier, has or has taken possession of the goods.

In the case of a contract for several goods which you have ordered as part of a single order and which are delivered separately, the withdrawal period is fourteen days from the day on which you or a third party named by you, who is not the carrier, have taken or has taken possession of the last goods.

In the event of a contract for the delivery of goods in several partial shipments or pieces, the revocation period shall be fourteen days from the day on which you or a third party named by you, who is not the carrier, have taken possession of the last partial shipment or piece.

To exercise your right of withdrawal, you must inform us (ubisys technologies GmbH, Neumannstr. 10, D-40235 Düsseldorf, e-mail: info@ubisys.de, Tel +49. 211. 54 21 55 - 00, Fax +49. 211. 54 21 55 - 99, www.ubisys.de) by means of a clear declaration (e.g. a letter sent by post, fax or e-mail) of your decision to withdraw from this contract.

To comply with the revocation period, it is sufficient that you send the notification of the exercise of the right of revocation before the expiry of the revocation period.

Consequences of the revocation

If you revoke this contract, we shall reimburse you all payments we have received from you, including delivery costs (with the exception of additional costs resulting from the fact that you have chosen a type of delivery other than the most favorable standard delivery offered by us), without undue delay and no later than within fourteen days from the day on which we received the notification of your revocation of this contract. For this repayment, we will use the same means of payment that you used for the original transaction, unless expressly agreed otherwise with you; in no case will you be charged any fees because of this repayment. We may refuse repayment until we have received the goods back or until you have provided proof that you have returned the goods, whichever is the earlier.

You must return the goods to ubisys technologies GmbH, Neumannstr. 10, D-40235 Düsseldorf, Germany, without undue delay and in any case no later than fourteen days from the day on which you notify us of the revocation of this contract. The deadline is met if you send or hand over the goods before the end of the period of fourteen days.

Shipping costs of the order will not be refunded. You shall bear the direct costs of returning the goods.

You must pay for any loss in value of the goods only if this loss in value is due to a handling of the goods that is not necessary for the examination of the condition, properties and functioning of the goods.

End of the cancellation policy

3. If you wish to revoke the contract, you can use this form to declare your revocation.

According to § 312g BGB, the right of revocation does not apply to, among other things

• • Contracts for the delivery of goods that are not prefabricated and for the manufacture of which an individual selection or determination by the consumer is decisive or which are clearly tailored to the personal needs of the consumer,
  • contracts for the supply of goods that can spoil quickly or whose expiration date would be quickly exceeded,
  • Contracts for the delivery of sealed goods that are not suitable for return for reasons of health protection or hygiene, if their seal has been removed after delivery,
  • Contracts for the delivery of goods if they have been inseparably mixed with other goods after delivery due to their nature,
  • Contracts for the delivery of audio or video recordings or computer software in a sealed package, if the seal was removed after delivery,
  • contracts for the supply of newspapers, periodicals or magazines, with the exception of subscription contracts,
  • for the provision of non-residential accommodation services, carriage of goods, motor vehicle rental, supply of food and beverages, and for the provision of other services related to leisure activities, if the contract provides for a specific date or period for the provision, unless they are contracts for travel services within the meaning of § 651a. 651a of the Civil Code, if they are concluded away from business premises, unless the oral negotiations on which the conclusion of the contract is based were conducted at the prior request of the consumer,
  • contracts in which the consumer has expressly requested the entrepreneur to visit him in order to carry out urgent repair or maintenance work; this shall not apply with regard to further services which the consumer has not expressly requested or with regard to goods supplied during the visit which are not necessarily required as spare parts during the maintenance or repair work,
    
    unless the parties have expressly agreed otherwise.

§12 Warranty

1. If the Purchaser is a consumer, the statutory provisions (§§ 434 et seq., 474 et seq. BGB) shall apply - subject to the liability agreement pursuant to § 14.

2. A product that is already defective upon delivery (warranty case) shall first be replaced by ubisys with an equivalent product at its own expense. If the legal requirements are met, the customer has the further rights according to § 437 No. 1-3 BGB.
A warranty case shall not exist in particular in the following cases:
   in the case of damage caused to the Purchaser by misuse or improper use, unless such damage is due to defective assembly instructions,
   in the case of damage caused by the fact that the products have been exposed to harmful external influences at the Purchaser's premises (in particular extreme temperatures, humidity, unusual physical or electrical stress, voltage fluctuations, lightning, static electricity, fire).

3. In the event of a justified request for replacement, the customer shall be obliged to return the defective product at the expense of ubisys to the specified company address (§ 2) - if possible stating the order number.

4. If it turns out during the product inspection that the complaint is obviously unfounded, ubisys reserves the right to charge the customer an expense allowance in the amount of an appropriate lump sum. The burden of proof regulation of § 476 BGB (German Civil Code) remains unaffected for consumers. Should a warranty case actually exist, ubisys shall reimburse the customer upon request for the shipping costs incurred immediately after the supplementary performance has been carried out (§ 439 II BGB).

5. ubisys is not responsible for the warranty promises of the manufacturers.

§13 Limitation period

1. The statutory warranty of the claims designated in § 437 BGB against you as a consumer ends for new items two years from the transfer of risk and for used items 1 year from the transfer of risk. If you are an entrepreneur, there is also a warranty period of one year from the transfer of risk for new items. Not covered by the above limitations is the liability for damages arising from injury to life, limb or health, which are based on a negligent breach of duty by us or an intentional or negligent breach of duty by one of our legal representatives or agents or liability for other damages based on a grossly negligent breach of duty by us or on an intentional or grossly negligent breach of duty by one of our legal representatives or agents. Also unaffected is liability for pre-contractual fault (c.i.c.) or under the Product Liability Act.

2. The beginning of the limitation period is the receipt of the goods.

§14 Liability and compensation

1. Claims of the customer for damages are excluded. Excluded from this are claims for damages by the customer arising from injury to life, body or health, as well as liability for other damages based on an intentional or grossly negligent breach of duty by ubisys, its legal representatives or vicarious agents. Furthermore, the liability for the violation of obligations, the fulfillment of which enables the proper execution of the contract in the first place and on the compliance with which the customer may regularly rely, shall remain unaffected. In the event of a slightly negligent breach of these contractual obligations, ubisys shall only be liable for the foreseeable damage typical for the contract, unless the customer's claims for damages are based on injury to life, body or health.

2. Paragraph 1 shall also apply in favor of the legal representatives and vicarious agents of ubisys if claims are asserted directly against them.

3. The provisions of the Product Liability Act and the Federal Data Protection Act shall remain unaffected.

§15 Claims for defects

1. During the limitation period for claims based on defects, the customer may assert his claims based on defects of the goods in addition to asserting them against ubisys.

2. If the customer is an entrepreneur, i.e. if the customer acts in the exercise of his commercial or independent professional activity when placing his order, claims for defects shall become statute-barred within 12 months from receipt of the goods. Excluded from this are claims due to injury to life, body or health, which are based on a negligent breach of duty by ubisys or an intentional or negligent breach of duty by a legal representative or vicarious agent of ubisys.

3. The customer's statutory claims for defects shall remain unaffected in the event of the existence or acquisition of a warranty for the ordered goods.
4. The assignment of claims for defects is excluded unless the customer is a consumer.

§16 Final provisions

1. These GTC are subject to the laws of the Federal Republic of Germany and the UN Convention on Contracts for the International Sale of Goods.
2. If the customer is a merchant, a legal entity under public law or a special fund under public law, the place of jurisdiction for all disputes arising from contractual relationships between the customer and ubisys shall be the registered office of ubisys.
3. If the customer is an entrepreneur, the inclusion of the customer's general terms and conditions is contradicted. In case of disagreement in individual parts, the entire contract shall be deemed not concluded (§ 139 BGB).
4. The contract remains binding in its remaining parts even if individual points are legally ineffective. The invalid points shall be replaced by the statutory provisions, if any.
5. The text of the contract is not stored by the merchant after the conclusion of the contract and is not accessible to the customer. The customer can find individual transactions in the "user account" area.
6. The German language is available for the conclusion of the contract.

(As of: July 2015)