General Terms and Conditions of SoundSpace Systems GmbH
§ 1 General
The General Terms and Conditions (hereinafter referred to as “GTC”) govern the sale of all products of SoundSpace Systems GmbH (hereinafter referred to as the seller) to its buyers. The GTC are in force at the time of the order and authoritative for the respective purchase contract.
Deviating GTC of the buyer are rejected.
The following GTC shall apply exclusively to all contracts, deliveries and other services between the Seller and the Buyer, as well as to all information provided in connection therewith in brochures, price lists, advertisements, etc., irrespective of whether these have been provided verbally, in writing or via the Internet. The version valid at the time of the conclusion of the contract shall be authoritative in each case. These shall be deemed accepted at the latest upon receipt of the respective goods or services. These GTC shall also apply to all future contracts with the respective buyer without any further express agreement.
The invalidity of individual provisions of this contract or its components shall not affect the validity of the remaining provisions. In the event of an invalid provision, the Seller and the Buyer shall be obliged, within the bounds of what is reasonable and in good faith, to consult with each other and to jointly agree on a valid provision that is economically equivalent to the invalid provision, provided that this does not result in a material change to the content of the contract. If such an agreement cannot be reached, 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 GTC at any time. The buyer shall be informed of this in good time, granting a reasonable period of notice. Incoming orders before the change comes into effect will be processed according to the old GTC still valid at that time.
All written or oral ancillary agreements, amendments or supplements require written confirmation on our part. 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 unless expressly agreed otherwise. The Seller’s order confirmation shall be exclusively decisive for the scope of the contractually owed performance. This represents the acceptance of the contractual offer made by the buyer. A contract between the Seller and the Buyer shall only be concluded upon receipt of this order confirmation. The documents on which the offer or the order confirmation is based, such as illustrations, drawings, dimensions and weights, are generally only to be understood as approximate values, 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 buyer is only concluded through a declaration of acceptance by the seller.
The Buyer agrees to receive invoices electronically. Electronic invoices shall be provided by e-mail.
§ 3 Prices and terms of payment
All orders shall be subject to the prices valid on the date of the order, which are set out in the Seller’s current price lists. The prices are ex Seller’s warehouse including packaging. The prices include the statutory value-added tax applicable at the time and do not include a flat-rate shipping charge or a surcharge for shipping costs. The shipping surcharges vary depending on the type of delivery and the nature of the article. 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 after receipt of the invoice, default of payment shall occur. Transaction costs including but not limited to bank charges and foreign exchange fees will be borne exclusively by the purchaser. Payments shall only be deemed to have been made once the seller has received the invoiced amount in full.
The goods will 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 defaults on its payment obligation in whole or in part, it shall – without prejudice to any other rights of the Seller – pay interest on arrears from that time onwards at a rate of 8% above the base rate of the Deutsche Bundesbank, unless the Seller proves higher damages.
§ 4 Set-off and retention
Offsetting with counterclaims or retention by the buyer is excluded unless the offsetting or retention claim is undisputed or legally established. The seller is entitled to avert the exercise of the right of retention by providing security – including by way of a guarantee. Claims against the seller may only be assigned with the seller’s consent.
§ 5 Delivery and Cancellation
Unless otherwise agreed, delivery shall be made to the delivery address specified by the customer. We would like to point out that all information on the availability, dispatch or delivery of a product is only anticipated information and approximate guidelines. They do not represent binding or guaranteed shipping or delivery dates, unless this is expressly designated as a binding date in the shipping options of the respective product.
The delivery period shall be extended appropriately if the purchaser delays or fails to perform any required or agreed acts of cooperation on his part. The same applies in the event of measures within the scope of industrial disputes, in particular strikes and lock-outs, as well as the occurrence of unforeseen obstacles which lie outside the will of the seller, e.g. delivery delays of a sub-supplier, traffic and operational disruptions, material or energy shortages, etc. Changes to the delivered goods initiated by the buyer shall also lead to a reasonable extension of the delivery period. If the delivery is delayed for reasons for which the buyer is responsible, the delivery shall be deemed to have taken place with the notification of readiness for dispatch.
Insofar as a delivery to the Purchaser is not possible because the delivered goods do not fit through the Purchaser’s entrance door, front door or staircase or because the Purchaser cannot be found at the delivery address given by him, although the delivery date was announced to the Purchaser with a reasonable period of notice, the Purchaser shall bear the costs for the unsuccessful delivery.
§ 6 Transfer of risk
The risk of accidental loss or accidental deterioration of the item sold shall pass to the buyer as soon as the seller has handed over the goods to the transport company. If dispatch 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 dispatch. If the seller has insured the transport risk, the above transfer of risk rules shall be replaced by the claims under the insurance contract. Possible claims of the buyer under the insurance contract shall be pursued by the buyer itself.
§ 7 Retention of title
SoundSpace Systems GmbH retains ownership of the goods until payment has been made in full.
The sale of the goods subject to retention of title is not permitted, a seizure or other interference by third parties with 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 inform SoundSpace Systems GmbH immediately by registered letter – stating the address of the third party. All judicial or extra-judicial costs arising from intervention are to be borne by the customer. As long as SoundSpace Systems has property rights to the object of purchase, SoundSpace Systems or an authorised representative is entitled to inspect the condition and presence of the goods at any time. For this purpose, the customer agrees to grant free access to the location of the product. The Purchaser shall be liable for any negligent, intentional, non-culpable or culpable damage or total destruction of the Product. Any damage caused to the goods subject to retention of title or their loss must be reported to SoundSpace Systems GmbH in writing without delay.
§ 8 Warranty
The goods shall be inspected immediately upon receipt, insofar as this is feasible in the ordinary course of business, for intactness and completeness. If this reveals a defect, this must be reported to the seller immediately, but within one week at the latest. If the buyer fails to give such notice, the goods shall be deemed to have been accepted, unless the defect was not recognisable during the inspection. In all other respects, §§ 377 ff. HGB shall apply.
In the case of damage that is already externally visible, the buyer must have this certified by the carrier.
The warranty does not apply if the product is opened or if the product is tampered with.
The warranty claims shall be limited to the elimination of the defect or the delivery of a defect-free item (subsequent performance) at the Seller’s discretion. In the event of failure of the rectification or replacement delivery or their rejection or unreasonable delay by the seller, the buyer shall have the right to demand a reduction of the remuneration or cancellation of the contract at his discretion. The assumption of costs in the event of unauthorised transfer of the device to a repair company for the purpose of rectification or elimination of a defect is expressly rejected.
Excluded from the warranty are defects caused by damage, incorrect connection or incorrect operation by the purchaser or dealer; impairment of operation due to external influences; subsequent changes to the reception conditions; damage due to force majeure such as lightning; defects due to wear and tear caused by overloading of mechanical parts.
Warranty claims that go beyond the warranty right are regulated in writing in a separate form and are handed over to the buyer with the shipment.
§ 9 Limitation of liability (products)
The products offered comply with the applicable German law and the regulations in force in Germany.
The seller warrants that the products will conform to the order and be free from defects. Warranty claims from purchasers should be addressed to SoundSpace Systems.
The Seller gives a warranty to the Buyer 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’ liability for damages is generally excluded. This does not apply to the following cases:
· losses or damages based on the breach of an essential contractual obligation. An essential contractual obligation shall be deemed to exist in particular if its fulfilment makes the proper performance of the contract possible in the first place and on the observance of which the contractual partner regularly relies and may rely, such as the delivery of a defect-free product. In this case, however, the seller’s liability is limited to compensation for the foreseeable, typically occurring loss or damage;
· Loss or damage caused by a breach of warranty or a guarantee given by the seller;
· Loss or damage resulting from an intentional or grossly negligent breach of duty by SoundSpace Systems or a legal representative or vicarious agent;
· losses or damages arising from injury to life, body or health which are based on an intentional or negligent breach of duty by the seller or a legal representative or vicarious agent;
· Claims based on statutory mandatory liability, in particular based on the Product Liability Act.
This provision does not affect the statutory allocation of the burden of proof.
Liability for grossly negligent breaches shall be limited to compensation for the damage foreseeable at the time the contract was concluded. Claims become time-barred 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 payment deadline agreed in writing by more than 14 days and allows the grace period set for him to expire,
· if the buyer has provided untruthful information about his person, his earnings or his obligations, which may jeopardise compliance with the payment obligations.
The buyer may withdraw from the contract,
· if the Seller makes the execution of the delivery impossible due to intentional or grossly negligent conduct,
· if the seller does not comply with the delivery period extended by a reasonable grace period.
· A consumer within the meaning of § 13 BGB 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 named by the consumer who is not the carrier has taken possession of the goods, without giving reasons. The right of withdrawal must be exercised in writing by means of a clear declaration (e.g. a letter or e-mail sent by post) of the decision to withdraw from the contract to:
SoundSpace Systems GmbH
Sensburger Allee 5A14055
· In the event of withdrawal, the seller and the buyer shall be obliged to return to each other the services received. Any reduction in value that has occurred shall be taken into account. Repayment shall only be made when the seller has received the goods back and they are undamaged. The goods are to be returned or handed over to SoundSpace Systems GmbH without delay and in any case within 14 days at the latest from the day on which the buyer informs the seller of the revocation of the contract. The deadline is met if the goods are dispatched before the expiry of the 14-day period. The purchaser 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 charges for customs clearance will be borne by the purchaser.
The buyer is considered as the importer for 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 VAT shown in the price list is based on currently valid regulations in Germany. Export to EU countries and non-European countries are according to the respective applicable legal and customs regulations.
§ 12 Supplementary provisions
Products sold by the seller under/with special conditions for promotional or advertising purposes must remain in the possession of the buyer for at least 24 months. The buyer undertakes to do this by purchasing a device under/with special conditions. If the buyer sells the device purchased under/with 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 and to the exclusion of the UN Convention on Contracts for the International Sale of Goods, even if the contractual partner has its registered business abroad.