§ 1 General
The General Terms and Conditions (hereinafter referred to as "GTC") govern the sale of products by SoundSpace Systems GmbH (hereinafter referred to as the Seller) to its buyers. The GTC valid at the time of the order are decisive for the respective purchase contract.
Any deviating GTC of the buyer are rejected.
The following GTC apply exclusively to all contracts, deliveries and other services between the Seller and its Buyer, as well as to all information provided in connection herewith in brochures, price lists, advertisements, etc., regardless of whether this information is provided verbally, in writing or via the Internet. The version valid at the time of conclusion of the contract shall be authoritative. These terms and conditions shall be deemed accepted at the latest upon receipt of the respective goods or services. These terms and conditions shall also apply to all future contracts with the respective buyer without the need for further express agreement.
The invalidity of individual provisions of this contract or its components shall not affect the validity of the remaining provisions. The seller and buyer are obliged, within the bounds of reasonableness and in good faith, to consult with each other in the event of an invalid provision and to jointly agree on a valid provision that is equivalent to the economic success of the invalid provision, provided that this does not result in a significant change to the content of the contract. If such a provision cannot be agreed, the statutory provisions shall apply. The same applies if a matter requiring regulation is not expressly regulated.
The seller is entitled to amend or supplement these General Terms and Conditions at any time. The buyer shall be informed of this in good time, granting a reasonable period of notice. Orders received before the amendment comes into force shall be processed in accordance with the old General Terms and Conditions, which shall remain valid.
All written or verbal subsidiary agreements, amendments or additions require our written confirmation. This is limited to the respective transaction.
§ 2 Offers, scope of services and conclusion of contract
All offers are non-binding and subject to change without notice, unless expressly agreed otherwise. The scope of the contractually owed service is determined exclusively by the seller's order confirmation. This represents the acceptance of the contractual offer made by the buyer. A contract between the seller and the buyer is only concluded upon receipt of this order confirmation. The documents underlying the offer or order confirmation, such as illustrations, drawings, dimensions and weight specifications, are generally to be understood as approximate values only, unless they are expressly designated as binding.
The order constitutes an offer to SoundSpace Systems to conclude a purchase contract. The purchase contract between the seller and the customer is only concluded when the seller issues a declaration of acceptance.
The buyer agrees to receive invoices electronically. Electronic invoices are provided by email.
§ 3 Prices and terms of payment
All orders are subject to the prices valid on the day of the order, as specified in the seller's current price lists. Prices are ex seller's warehouse and include packaging. Prices include the applicable statutory value added tax and do not include shipping costs or shipping surcharges. Shipping surcharges vary depending on the type of delivery and the nature of the item. Change requests and the resulting additional costs will be charged to the buyer.
The purchase price is due and payable without deduction upon receipt of the invoice. If the buyer does not settle the invoice within 14 days of receipt, they shall be in default of payment. Payments shall only be deemed to have been made when the seller has free disposal of the invoice amount. The goods shall only be dispatched after receipt of payment on the business account. In the event of non-payment, the seller reserves the right to cancel the order.
If the buyer is in default of payment in whole or in part, they shall – without prejudice to all other rights of the seller – pay default interest at a rate of 8% above the base rate of the Deutsche Bundesbank from that point in time, unless the seller can prove higher damages.
§ 4 Offsetting and retention
Offsetting against counterclaims or retention by the buyer is excluded, unless the claim for offsetting or retention is undisputed or has been legally established. The seller is entitled to avert the exercise of the right of retention by providing security, including a guarantee. Claims against the seller may only be assigned with his consent.
§ 5 Delivery and cancellation
Unless otherwise agreed, delivery shall be made to the delivery address specified by the customer. Please note that all information regarding the availability, shipping or delivery of a product is only an estimate and approximate guideline. It does not constitute a binding or guaranteed shipping or delivery date, unless this is expressly stated as a binding date in the shipping options for the respective product.
The delivery period shall be extended appropriately if the buyer delays or fails to perform necessary or agreed cooperative actions on its part. The same shall apply in the event of measures taken in the context of industrial disputes, in particular strikes and lockouts, as well as in the event of unforeseen obstacles beyond the seller's control, e.g. delivery delays by a supplier, traffic and operational disruptions, material or energy shortages, etc. Changes to the delivered goods initiated by the buyer shall also result in a reasonable extension of the delivery period. If delivery is delayed for reasons for which the buyer is responsible, delivery shall be deemed to have been made upon notification of readiness for dispatch.
If delivery to the customer is not possible because the delivered goods do not fit through the entrance door, front door or staircase of the customer, or because the customer cannot be found at the delivery address provided by them, even though the delivery time was announced to the customer with reasonable notice, the customer shall bear the costs of the unsuccessful delivery.
§ 6 Transfer of risk
In the case of a sale by delivery to a place other than the place of performance, the risk of accidental loss or accidental deterioration of the goods sold shall pass to the buyer as soon as the seller has handed over the goods to the transport company. If shipment becomes impossible through no fault of the seller, the risk shall pass to the buyer as soon as the seller has notified the buyer that the goods are ready for shipment. If the seller has insured the transport risk, the above rules on transfer of risk shall be replaced by the claims arising from the insurance contract. The buyer shall pursue any claims arising from the insurance contract himself.
§ 7 Retention of title
SoundSpace Systems GmbH retains ownership of the goods until full payment has been received.
The sale of the goods subject to retention of title is not permitted, and any seizure or other interference by third parties in the property rights of SoundSpace Systems GmbH is prohibited. Should third parties nevertheless interfere with the property rights of SoundSpace Systems GmbH or seizures be made, the customer must immediately notify SoundSpace Systems GmbH by registered letter, stating the address of the third party. All judicial or extrajudicial costs incurred as a result of intervention shall be borne by the customer. As long as SoundSpace Systems has ownership rights to the purchased item, SoundSpace Systems or an authorised representative is entitled at any time to verify the condition and existence of the goods. For this purpose, the customer agrees to grant free access to the location of the product. The customer shall be liable for negligent, intentional, unintentional or culpable damage or complete destruction of the item. Any damage to or loss of the goods subject to retention of title must be reported to SoundSpace Systems GmbH in writing without delay.
§ 8 Warranty
The goods must be inspected for damage and completeness immediately upon receipt, provided this is feasible in the ordinary course of business. If a defect is found, this must be reported to the seller immediately, at the latest within one week. If the buyer fails to do so, the goods shall be deemed to have been approved, unless the defect was not apparent during the inspection. In all other respects, §§ 377 ff. HGB (German Commercial Code) shall apply.
In the case of damage that is already visible from the outside, the buyer must have this certified by the carrier.
The warranty claim shall lapse if the device is opened or tampered with.
Warranty claims are limited to the removal of the defect or the delivery of a defect-free item (subsequent performance) at the seller's discretion. If the repair or replacement delivery fails, or is refused or unreasonably delayed by the seller, the buyer has the right to demand a reduction in payment or cancellation of the contract, at their discretion. The assumption of costs in the event of unauthorised transfer of the device to a repair company for repair or rectification of a defect is expressly rejected.
The warranty does not cover faults caused by damage, incorrect connection or incorrect operation by the buyer or dealer; impairment of operation due to external influences; subsequent changes to reception conditions; damage due to force majeure, e.g. lightning strike; defects due to wear and tear caused by overuse of mechanical parts.
Warranty claims that go beyond the warranty law are regulated in a separate form in writing and are handed over to the buyer upon dispatch.
§9 Limitation of liability (products)
The products offered comply with applicable German law and regulations in force in Germany.
The seller guarantees that the products correspond to the order and are free from defects. Warranty claims by the buyer must be addressed to SoundSpace Systems.
The seller provides the buyer with a warranty in the event of non-conformity of the product sold in accordance with German law; the UN Convention on Contracts for the International Sale of Goods is excluded.
SoundSpace Systems shall not be liable for damages. This shall not apply in the following cases:
• Losses or damages resulting from the breach of a material contractual obligation. A material contractual obligation shall be deemed to exist in particular if its fulfilment is essential for the proper execution of the contract and if the contractual partner regularly relies on and may rely on its fulfilment, such as the delivery of a defect-free product.
In this case, however, the seller's liability is limited to compensation for foreseeable, typically occurring loss or damage;
• Losses or damage resulting from a breach of warranty or a guarantee given by the seller;
• Losses or damage resulting from an intentional or grossly negligent breach of duty by SoundSpace Systems or a legal representative or vicarious agent;
• Losses or damage resulting from injury to life, limb or health caused by an intentional or negligent breach of duty by the seller or a legal representative or vicarious agent;
• Claims based on mandatory statutory liability, in particular under the Product Liability Act.
This provision does not affect the statutory distribution of the burden of proof.
Liability for grossly negligent breaches is limited to compensation for damage that was foreseeable at the time the contract was concluded. Claims expire 6 months after the buyer has received the delivery.
§ 10 Withdrawal and cancellation policy
The seller may withdraw from the contract
• if he is permanently unable to deliver the product due to force majeure, strike, lockout or any other circumstance for which he is not responsible,
• if the buyer exceeds a written payment deadline by more than 14 days and allows the grace period set for him to expire,
• if the buyer has provided false information about his person, his income or his obligations, which may jeopardise his ability to meet his payment obligations.
The buyer may withdraw from the contract
• if the seller makes delivery impossible through wilful misconduct or gross negligence,
• if the seller fails to meet the delivery deadline extended by a reasonable grace period.
• A consumer within the meaning of § 13 BGB (German Civil Code) has the right to revoke the purchase contract in writing within 14 days. The revocation period is fourteen days from the day on which the consumer or a third party designated by him, who is not the carrier, took possession of the goods, without giving reasons for revocation. The right of withdrawal must be exercised in writing by means of a clear statement (e.g. a letter sent by post or email) regarding the decision to withdraw from the contract, addressed to:
SoundSpace Systems GmbH
Sensburger Allee 5A
14055 Berlin
Email: info@soundspacesystems.com
• In the event of withdrawal, the seller and buyer are obliged to return the services received to each other. Any reduction in value must be taken into account. Repayment shall only be made once the seller has received the goods back and they are intact. The goods must be returned or handed over to SoundSpace Systems GmbH immediately and in any case no later than 14 days from the date on which the buyer informs the seller of the cancellation of the contract. The deadline is met if the goods are dispatched before the expiry of the 14-day period. The buyer bears the direct costs of returning the goods.
• The right of withdrawal is excluded if the goods have been manufactured according to the buyer's specifications or are clearly tailored to personal needs.
§ 11 Export and customs
Orders and deliveries of SoundSpace Systems GmbH products outside the European Union are subject to import duties and taxes. Any additional fees for customs clearance shall be borne by the buyer.
The buyer is considered the importer when placing orders and must comply with all laws and regulations of the country in which the products are received. Cross-border deliveries are subject to opening and inspection by customs authorities.
The value added tax listed in the price lists is based on the currently valid regulations in Germany. For exports to EU countries and non-European countries, the respective legal and customs regulations apply.
§ 12 Additional provisions
Devices sold by the seller at special conditions for promotional or advertising purposes must remain in the buyer's possession for at least 24 months. The buyer undertakes to do so when purchasing a device at special conditions. If the buyer sells the device purchased at special conditions before the expiry of these 24 months, the seller shall charge the buyer the full sales price as a contractual penalty.
§ 13 Place of jurisdiction and applicable law
The sole place of jurisdiction and place of performance for all rights and obligations of both contracting parties arising from the business relationship is the registered office of the seller (Berlin). German law shall apply exclusively, as is customary among German merchants, and to the exclusion of the UN Convention on Contracts for the International Sale of Goods, even if the contracting party is based abroad.
