Liability for content

The contents of our pages were created with great care. However, we cannot guarantee that the content is correct, complete or up-to-date. As a service provider, we are responsible for our own content on these pages according to Section 6, Paragraph 1 of the MDStV and Section 8, Paragraph 1 of the German Teleservices Act (TDG). However, service providers are not obliged to monitor the third-party information they transmit or store or to investigate circumstances that indicate illegal activity. Obligations to remove or block the use of information according to general laws remain unaffected. However, liability in this regard is only possible from the point in time at which knowledge of a specific infringement of the law is known. As soon as we become aware of any violations of the law, we will remove this content immediately.

Liability for links

Our offer contains links to external third-party websites, the content of which we have no influence on. Therefore we cannot assume any liability for this external content. The respective provider or operator of the pages is always responsible for the content of the linked pages. The linked pages were checked for possible legal violations at the time of linking. Illegal content was not recognizable at the time of linking. However, a permanent control of the content of the linked pages is not reasonable without concrete evidence of an infringement. As soon as we become aware of legal violations, we will remove such links immediately.

Copyright

he operators of the pages make every effort to always observe the copyrights of others or to use self-created and license-free works. The content and works on these pages created by the site operators are subject to German copyright law. Third party contributions are marked as such. The duplication, editing, distribution and any kind of exploitation outside the limits of copyright require the written consent of the respective author or creator. Downloads and copies of this site are only permitted for private, non-commercial use.

Data Protection

Insofar as personal data (e.g. name, address or e-mail addresses) is collected on our website, this is always done on a voluntary basis as far as possible. As far as possible, the offers and services can always be used without providing personal data. The use of contact data published as part of the imprint obligation by third parties to send unsolicited advertising and information material is hereby expressly prohibited. The site operators expressly reserve the right to take legal action in the event of unsolicited advertising being sent, such as spam e-mails. For more information, see our privacy policy page.

Smart United GmbH: General Terms and Conditions

General Provisions and Scope

These General Terms and Conditions (hereinafter referred to as "GTC") apply to all business relationships between us (Smart United GmbH, hereinafter also referred to as "Smart United") and our customers. They form an integral part of all contracts concluded with our customers regarding the delivery and service offerings provided by us. These GTC also apply to all future transactions with the customer, even if they are not expressly agreed upon again.

These GTC apply exclusively. Any terms and conditions of the customer that conflict with, supplement, or deviate from these GTC shall only be recognized if and to the extent that we have expressly agreed to their validity in writing. This also applies if the customer refers to their own terms and conditions when placing an order and we do not expressly object to them, or if we carry out the delivery unconditionally in the knowledge of the customer's conflicting or deviating terms.

Individually negotiated agreements with the customer (including side agreements, supplements, and amendments) and the details in our order confirmation take precedence over these GTC. Subject to proof to the contrary, a written contract or our written confirmation shall be authoritative for the content of such agreements.

Any legally relevant declarations and notifications by the customer concerning the contract (e.g., notice of defects, setting of deadlines, exercise of rights of withdrawal or termination) must be submitted at least in text form (e.g., by email, fax, or letter). Statutory formal requirements and further evidence (e.g., in case of doubt about the authority of the person making the declaration) remain unaffected.

These GTC apply exclusively to entrepreneurs (§ 14 German Civil Code – BGB), legal entities under public law, and special funds under public law within the meaning of § 310 (1) BGB.

Offer and Conclusion of Contract

Our offers are non-binding and subject to change unless expressly stated otherwise in paragraph 2. This applies even if we provide the customer with product catalogs, technical specifications, documentation, or other product descriptions or materials. A customer’s order shall be deemed a binding offer to conclude a contract within the meaning of § 145 of the German Civil Code (BGB). We may accept this offer within two weeks of receipt by sending an order confirmation or by dispatching the ordered goods.

If an offer submitted by us is expressly designated in writing as binding, it shall be binding for the period specified in the offer; if no period is specified, the statutory period under § 147 BGB shall apply. In such cases, the contract is concluded upon written acceptance of the offer by the customer. Any deviations made by the customer from our offer shall be considered a new offer and require our written acceptance.

Samples, specimens, and other product descriptions are non-binding general information, unless and to the extent that they are expressly included as part of a binding offer or order confirmation. All verbal and written information concerning the applicability and suitability of our products is provided to the best of our knowledge. However, such information reflects only our experience and shall not be deemed guaranteed characteristics unless expressly agreed as such. In particular, the customer is not released from the obligation to verify the suitability of the goods for their intended use through their own tests.

We retain ownership and copyright over all documents provided to the customer in connection with placing an order (e.g., illustrations, drawings, calculations, product descriptions, and other materials). This also applies to written documents marked as “confidential.” Disclosure to third parties requires our prior express written consent.

All agreements made between us and the customer for the purpose of executing the contract must be documented in writing.

Prices, Terms of Payment, Price Adjustment, tax and customs formalities

The prices for our goods and services are specified in the respective offers, order confirmations, or separate contractual agreements. Unless otherwise agreed, our prices are quoted "ex works" (EXW), excluding packaging; packaging will be invoiced separately.

The prices quoted are net; statutory sales tax and other transaction taxes or foreign income taxes (e.g., withholding taxes) or customs duties and other levies are not included and will be added, where applicable, so that Smart United ultimately receives and my keep the net amount at its registered office, even after payment of taxes and customs duties.

Unless otherwise stated in the order confirmation, the purchase price (without deduction) is due immediately upon receipt of the invoice by the customer. Payments must be made within 14 days of receipt of the invoice (without deduction). The date of receipt of payment in our bank account is decisive. As part of the invoicing process, the customer also agrees to the electronic transmission of the invoice(s).

If, after conclusion of the contract, significant and unforeseeable cost factors relevant to price formation (e.g., costs for raw materials, operating supplies, transport, energy, or labor) increase, we reserve the right to adjust prices accordingly, unless a fixed price agreement has been made or the delivery of the goods occurs within four months of the conclusion of the contract. Such price adjustments will be communicated to the customer without delay. If the price increase exceeds 15 percent of the originally agreed price, the customer is entitled to withdraw from the contract. This right of withdrawal must be exercised in writing within 7 days of notification of the price increase.

If it becomes apparent after conclusion of the contract that our claim to payment of the purchase price is at risk due to the customer's lack of ability to perform (e.g., due to a petition for the opening of insolvency proceedings), we are entitled to refuse performance and, if necessary, after setting a deadline, to withdraw from the contract in accordance with statutory provisions (§ 321 BGB). In contracts where the manufacture of non-replaceable items (custom-made goods) is owed, we may declare withdrawal immediately. The statutory provisions regarding the dispensability of setting a deadline remain unaffected.

The customer shall bear all costs associated with tax deductions, tax withholdings, customs duties, and other levies and shall, upon request, immediately provide the provider with appropriate evidence of completed formalities, deductions, and withholdings, as well as their payment to the relevant authorities.

Delivery; Transfer of Risk; Disposal Obligation

Delivery is made from our warehouse. The warehouse is also the place of performance for the delivery as well as for any subsequent performance. At the customer’s request and expense, the goods will be shipped to a different destination (shipment purchase). Unless otherwise agreed, we are entitled to determine the type of shipment (in particular the carrier, shipping route, packaging) ourselves.

Pallets, grid boxes, and other reusable packaging must be returned to us. We do not accept the return of transport and other packaging in accordance with the Packaging Ordinance; the customer is responsible for disposing of the packaging at their own cost.

If the customer so wishes, we will cover the delivery with transport insurance; the costs incurred shall be borne by the customer.

Risk of accidental loss or accidental deterioration of the goods passes to the customer upon handover of the goods. In the case of a shipment purchase, the risk of accidental loss, accidental deterioration, and delay passes to the customer upon delivery of the goods to the carrier or freight forwarder. Handover of the goods is equivalent if the customer is in default of acceptance.

If the customer is in default of acceptance or if our delivery is delayed for other reasons for which the customer is responsible, we are entitled to claim compensation from the customer for the resulting damage, including any additional expenses (e.g., storage costs). In such cases, we will charge the customer a lump sum compensation of EUR 15 per calendar day (beginning with the delivery deadline or, if no delivery deadline is specified, with notification of readiness to ship). Legal claims on our part (compensation for additional expenses, reasonable compensation, termination) and the proof of higher damages remain unaffected. However, the customer may prove that no damage or only significantly less damage was incurred.

For goods that are electrical or electronic equipment within the meaning of the Act on the Marketing, Return and Environmentally Sound Disposal of Electrical and Electronic Equipment (ElektroG), the customer assumes the obligation to properly dispose of the delivered goods at their own expense after the end of use in accordance with statutory provisions. The customer indemnifies us against any obligations under the ElektroG and any related claims by third parties. The customer must contractually oblige commercial third parties to whom they pass on the delivered goods to properly dispose of them at their expense after the end of use and, in the event of further transfer, to impose a similar obligation on the recipients. If the customer fails to contractually oblige commercial third parties to assume the disposal obligation and impose a similar obligation, the customer must take back the delivered goods at their own expense after the end of use and dispose of them properly according to legal requirements. Our claim for assumption and indemnification by the customer does not expire before two years after the final termination of the use of the device (suspension of limitation). The two-year suspension period begins no earlier than upon receipt of a written notification by the customer to us regarding the end of use. We reserve the right to conclude a separate, deviating agreement on the return of old devices with the customer in individual cases.

Delivery Time

Delivery dates or deadlines specified by us that are not expressly agreed upon as binding are solely non-binding estimated delivery dates and deadlines. Any delivery period specified by us begins only after all technical questions have been clarified, in particular after all documents required for the execution of the order and any advance payment have been received. The customer must also properly and timely fulfill all obligations incumbent upon them. The objection of non-performance of the contract remains reserved.

If we are unable to meet binding delivery deadlines for reasons beyond our control (non-availability of the service), we will inform the customer immediately and at the same time communicate the expected new delivery deadline. If the service is also not available within the new delivery deadline, both we and the customer are entitled to withdraw from the contract in whole or in part; any consideration already provided by the customer will be refunded immediately. Non-availability of the service occurs, for example, if we are not supplied in time by our supplier, if we have concluded a congruent hedging transaction, in other supply chain disruptions such as force majeure, or if we are not obligated to procure in individual cases. Force majeure includes events beyond our reasonable control, such as strikes, lockouts, natural disasters, epidemics, war, and similar events.

The customer may request delivery of the goods from us six weeks after the expiration of a non-binding delivery date or non-binding delivery deadline. This period is shortened to 10 days for goods that are in stock at the time of contract conclusion. Upon receipt of the request, we are in default. If the customer wishes to withdraw from the contract and/or claim damages instead of performance, they must, after expiry of the relevant period according to this paragraph, set us a reasonable deadline for delivery.

If the customer is in default of acceptance or culpably violates other cooperation obligations, the risk of accidental loss or accidental deterioration of the purchased goods passes to the customer at the time the default of acceptance or debtor’s delay occurs.

Performance, Warranty Rights, Duty to Inspect

The buyer’s rights in case of material and legal defects (including incorrect or incomplete delivery, improper assembly/installation, or defective instructions) are governed by the statutory provisions unless otherwise specified below. The customer’s rights arising from any separate guarantees given remain unaffected in all cases.

Deviations from the contractual condition of the delivered goods that result in a demonstrable improvement of the product’s characteristics and only minor restrictions in terms of appearance, use, function, or efficiency do not constitute a defect, unless the deviation is not merely insignificant or unreasonable for the customer.

Unless expressly agreed otherwise, we do not guarantee the suitability of the goods for the specific intended use by the customer. The only characteristics owed are those stated in the respective product description and any expressly agreed-upon specifications and/or guarantees.

We are not liable for defects that the customer knew or grossly negligently did not know at the time of contract conclusion (§ 442 German Civil Code - BGB).

Warranty claims by the customer require that they have complied with their statutory obligations to inspect and notify defects (§§ 377, 381 German Commercial Code - HGB). For goods intended for installation or further processing, inspection must be carried out before installation or processing in any case. If a defect becomes apparent upon delivery, inspection, or at any later time, it must be notified to us in writing without delay. Obvious defects must be reported in writing within ten working days of delivery; defects that were not detectable during inspection must be reported within the same period from discovery. If the customer fails to properly inspect and/or notify defects, our liability for defects not or not timely or properly reported is excluded in accordance with statutory provisions. This also applies to goods intended for installation or assembly if the defect only becomes apparent after such processing due to the breach of these obligations; in such cases, the buyer has no claims for reimbursement of corresponding costs ("removal and installation costs").

If the delivered item is defective, we may choose to fulfill the contract by remedying the defect (repair) or delivering a defect-free item (replacement delivery). If the chosen type of remedy is unreasonable for the customer in the individual case, they may refuse it. Our right to refuse subsequent performance under statutory conditions remains unaffected. If the remedy fails or is justifiably refused by the customer, the customer may reduce the purchase price or withdraw from the contract.

We are entitled to make the owed subsequent performance dependent on the customer paying the due purchase price. However, the customer is entitled to withhold a reasonable portion of the purchase price.

The customer must give us the time and opportunity required for the owed subsequent performance, especially by handing over the complained goods for inspection purposes. In the case of replacement delivery, the customer must return the defective goods to us upon request according to statutory provisions; however, the customer has no claim to return. The subsequent performance does not include the removal or disassembly of the defective item nor the installation or assembly of the defect-free item unless we were originally obligated to perform these services; any customer claims for reimbursement of such costs ("removal and installation costs") remain unaffected.

The expenses necessary for inspection and subsequent performance, especially transport, travel, labor, and material costs, and if applicable, removal and installation costs, will be borne or reimbursed by us according to statutory regulations and these Terms and Conditions if a defect actually exists. Otherwise, we may demand reimbursement of costs incurred by the unjustified request for defect removal if the customer knew or could have known that no defect actually existed.

Claims by the customer for reimbursement of expenses pursuant to § 445a para. 1 BGB are excluded unless the last contract in the supply chain is a consumer goods purchase (§§ 478, 474 BGB) or a consumer contract regarding the provision of digital products (§§ 445c sentence 2, 327 para. 5, 327u BGB). Claims by the customer for damages or reimbursement of futile expenses (§ 284 BGB) also exist only under the conditions of §§ 7 and 8 of these Terms and Conditions in the event of defects.

Other Liability

Unless otherwise stipulated in these Terms and Conditions, including the following provisions, we are liable for breaches of contractual and non-contractual obligations according to the statutory regulations.

We are liable for damages – regardless of the legal grounds – within the scope of fault-based liability in cases of intent and gross negligence. In cases of simple negligence, we are only liable, subject to statutory liability limitations (e.g., due care in own matters; insignificant breach of duty), (a) for damages arising from injury to life, body, or health, (b) for damages resulting from the breach of a material contractual obligation; however, in such cases, our liability is limited to the compensation of foreseeable, typically occurring damages. Material contractual obligations are those whose fulfillment enables the proper execution of the contract in the first place and on whose compliance the contracting party regularly relies and may rely.

The liability limitations resulting from paragraph 2 also apply towards third parties as well as for breaches of duty caused by persons (also in their favor) whose fault we are responsible for under statutory provisions. They do not apply insofar as a defect was fraudulently concealed or a guarantee for the quality of the goods was assumed, nor for claims of the customer under the Product Liability Act.

In the event of a breach of duty that does not consist of a defect, the customer may only withdraw or terminate the contract if we are responsible for the breach. A free right of termination of the buyer (in particular according to §§ 650, 648 German Civil Code) is excluded. Otherwise, the statutory requirements and legal consequences shall apply.

Statute of Limitations

Contrary to Section 438 (1) No. 3 of the German Civil Code (BGB), the general limitation period for claims arising from material and legal defects is one year from delivery. If an acceptance is agreed upon, the limitation period begins with the acceptance.

If the goods are an item that, according to its usual use, has been used for a building and caused its defectiveness (building material), the limitation period is five years from delivery in accordance with the statutory regulation (§ 438 (1) No. 2 BGB). Other statutory special provisions regarding limitation periods remain unaffected (in particular § 438 (1) Nos. 1, 76 (3), §§ 444, 445b BGB).

The above limitation periods under purchase law also apply to contractual and non-contractual claims for damages by the customer based on a defect in the goods, unless the application of the regular statutory limitation periods (§§ 195, 199 BGB) would lead to a shorter limitation period in the individual case. Claims for damages of the customer pursuant to § 7 (2) sentences 1 and 2 (a) of these Terms and Conditions as well as under the Product Liability Act expire exclusively according to the statutory limitation periods.

Retention of Title

The delivered products remain our property until full payment of all our present and future claims arising from the contract and an ongoing business relationship (secured claims). This also includes all balance claims from an existing current account relationship.

The goods subject to retention of title may neither be pledged to third parties nor transferred as security before full payment of the secured claims. In the event of seizures or other interventions by third parties, the customer must notify us immediately in writing. The customer is liable for any loss incurred by us if the third party is unable to reimburse the judicial and extrajudicial costs of a lawsuit pursuant to § 771 ZPO.

In case of breach of contract by the customer, especially in case of default in payment, we are entitled to withdraw from the contract according to statutory provisions and/or to demand the return of the goods based on the retention of title. The demand for return of the goods by us constitutes a withdrawal from the contract. After repossession, we are entitled to realize the goods, and the proceeds from the realization will be credited against the customer’s liabilities.

The customer is authorized, until revocation in accordance with the provision under (c) of this paragraph, to resell and/or process the goods subject to retention of title in the ordinary course of business. In this case, the following provisions shall apply additionally:

The retention of title extends to the products resulting from the processing, mixing, or combining of our goods at their full value, whereby we shall be deemed the manufacturer. If ownership rights of third parties remain in the case of processing, mixing, or combining with goods of third parties, we acquire co-ownership in proportion to the invoice values of the processed, mixed, or combined goods. Otherwise, the same applies to the resulting product as to the goods delivered subject to retention of title.

The claims against third parties arising from the resale of the goods or product are hereby assigned by the customer to us in full or in the amount of our possible co-ownership share according to the preceding paragraph as security. We accept this assignment. The obligations of the customer mentioned in paragraph 2 shall also apply with respect to the assigned claims.

The customer remains authorized to collect the claims alongside us. We undertake not to collect the claims as long as the customer meets his payment obligations towards us and there is no deficiency in his ability to perform. Should this no longer be the case, we may demand that the customer informs us of the assigned claims and their debtors, provides all necessary information for collection, hands over the relevant documents, and notifies the debtors (third parties) of the assignment. Furthermore, in this case, we are entitled to revoke the customer’s authorization to further resell and process the goods subject to retention of title.

If the realizable value of the securities exceeds our claims by more than 10%, we will release securities of our choice upon the customer's request.

Data Protection

We collect and process personal data of the customer within the framework of the statutory provisions, in particular the Federal Data Protection Act (BDSG) and the General Data Protection Regulation (GDPR). The data collected includes those necessary for handling the business relationship.

The processing of personal data is carried out for the purpose of contract execution, fulfilling contractual and pre-contractual obligations, implementing measures within the business relationship, and ensuring the functionality and security of our IT systems.

Data will only be shared with third parties insofar as this is necessary for contract fulfillment, legally required, or the customer has given explicit consent.

The customer has the right to access the data stored about them, to correct incorrect data, to delete or restrict processing, and to object to the processing.

If the processing of data is based on the customer’s consent, the customer has the right to revoke this consent at any time with effect for the future.

Limitation of Set-Off and Right of Retention

The customer is not entitled to exercise a right of set-off or retention with regard to his payment obligations arising from the contractual relationship, unless the counterclaim is undisputed, legally established, or ready for decision.

Place of performance, applicable law, jurisdiction

Unless otherwise stated in the order confirmation, the place of performance for all contractual obligations, including any subsequent performance, is the registered office of Smart United GmbH.

These General Terms and Conditions and the contractual relationship between us and the customer shall be governed by the law of the Federal Republic of Germany, excluding international uniform law, in particular the United Nations Convention on Contracts for the International Sale of Goods (CISG).

For all disputes arising from or in connection with the contractual relationship between us and the customer, the exclusive place of jurisdiction shall be Munich, provided that the customer is a merchant, a legal entity under public law, or a special fund under public law. The same applies if the buyer is an entrepreneur within the meaning of Section 14 of the German Civil Code (BGB).

The German text of these General Terms and Conditions takes precedence. If the German text is translated into another language, this is only a non-binding translation for convenience purpose.