General Terms and Conditions (GTC)

1. General

1.1 Our general terms and conditions are an integral part of every contract concluded with us, unless otherwise agreed in writing. These terms and conditions apply between the customer and SoSilent UG (limited liability), Tumblingerstraße 12, 80337 Munich (hereinafter referred to as "we" or "SoSilent").

1.2 Our offer is directed exclusively to entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB) (hereinafter "entrepreneurs"), i.e., natural or legal persons or partnerships with legal capacity who, when concluding a legal transaction, act in the exercise of their commercial or independent professional activity. Sales to consumers within the meaning of Section 13 of the German Civil Code (BGB) are not permitted.

1.3 The following terms and conditions apply to all deliveries and services provided by us. Deviating provisions, in particular purchasing terms or the buyer's terms and conditions, shall only become part of the contract if expressly agreed in writing. Verbal agreements require our written confirmation.

2. Offer, conclusion of contract

2.1 Our offers are subject to change without notice. Orders become binding only after our confirmation.

2.2 The Buyer agrees to receive offers and order confirmations exclusively in electronic form.

2.3 SoSilent may withdraw from the contract if the customer fails to fulfill obligations under previous orders. SoSilent also has the right to withdraw if we have indications of payment risks on the part of the customer and the customer refuses to make an advance payment.

2.4 If the customer cancels his order for a reason for which he is responsible, the parts in the production process must be paid for by the customer.

2.5 SoSilent reserves the right to make design and shape changes during the delivery period, provided that the delivery item, its function, and appearance are not fundamentally altered. This will not result in a change in prices.

3. Prices, shipping costs

3.1 Deliveries and services are provided at the prices and terms stated in the written order confirmation. The prices stated therein are net prices, exclusive of statutory VAT. The applicable VAT will be stated separately.

3.2 Shipping costs will be charged for all orders. These are shown on the offer or order confirmation.

3.3 We reserve the right to change and adjust prices for products and services in our range at any time. This will not affect orders already placed.

3.4 Despite our utmost care, pricing errors may occur in rare cases. Should such an obvious pricing error occur, we reserve the right to cancel orders placed at an incorrect price. The buyer will be notified immediately, and any payments already made will be fully refunded.

3.5 Should the conclusion of the contract be based on an obvious error on our part (e.g., incorrect pricing due to technical errors or input errors), we reserve the right to contest the purchase contract in accordance with Section 119 of the German Civil Code (BGB). In such a case, the buyer will be contacted immediately, and any payments already made will be fully refunded.

3.6 Prices stated in our online shop are generally binding. This does not apply to obvious pricing errors that are recognizable to the buyer, such as when the stated price is disproportionately low compared to the market value of the product.

3.7 In cases of a pricing error, we may, at our sole discretion, make the buyer an alternative offer, e.g. a reasonable discount on the regular price or the conclusion of a new purchase contract on the correct terms.

4. Terms of payment

4.1 We generally offer payment in advance, invoice, and PayPal. We reserve the right to decline certain payment methods for each order and to refer to other payment methods. We only accept payments from accounts within the European Union (EU). Any fees associated with a money transaction are to be borne by the buyer.

4.2 When purchasing on account, the buyer will be informed of the due date of the purchase price on the order confirmation.

4.3 The Buyer agrees to receive invoices and credit notes exclusively in electronic form.

4.4 Custom-made items generally require 100% payment before production begins. Alternatively, partial payments can be made by individual agreement (e.g., 60% upon order placement, 40% upon delivery; or 70/30 or 80/20), depending on the degree of customization and order volume. For partial payments, we reserve the right to request a personal guarantee from a major German bank for the remaining payment.

5. Delivery time

5.1 Delivery dates stated are non-binding. The delivery dates stated are estimated delivery dates, which may be extended due to force majeure, raw material shortages, etc. Partial deliveries are possible. The buyer will be informed of any delivery delays as soon as possible.

5.2 The delivery period is determined in calendar weeks and only begins after receipt of full payment or the agreed down payment.

5.3 Should delivery or installation require additional time or personnel due to unnotified structural conditions (e.g., lack of an elevator, narrow stairs, no direct access, etc.), we reserve the right to invoice the additional costs incurred at the current hourly rate.

6. Transport damage

6.1 If goods are delivered with obvious transport damage, the buyer is asked to report such defects immediately to the delivery agent and contact us as soon as possible. Failure to file a complaint or contact us will have no consequences for the statutory warranty rights of consumers.

6.2 Merchants must submit any complaints about defects in accordance with Section 377 of the German Commercial Code (HGB) without delay and in writing. Once the goods have been expressly accepted, complaints about defects can no longer be raised.

7. Warranty

7.1 The buyer’s warranty rights as a merchant presuppose that he has properly fulfilled his obligations to inspect and give notice of defects pursuant to Section 377 of the German Commercial Code (HGB).

7.2 The following applies to merchants and entrepreneurs: Claims for defects expire 12 months after delivery of the goods supplied by us to the customer. For claims for damages in cases of willful intent and gross negligence, as well as for injury to life, limb, or health resulting from an intentional or negligent breach of duty by the user, the statutory limitation period applies. To the extent that longer periods are mandatory by law, these periods shall apply.

7.3 Consumers are subject to statutory warranty rights.

7.4 Quality agreements take precedence over objective requirements.

8. Right of withdrawal

8.1 Since our offer is aimed exclusively at entrepreneurs, there is no right of withdrawal according to Section 312g of the German Civil Code (BGB).

9. Liability

9.1 We are liable without limitation for intent and gross negligence, as well as in accordance with the Product Liability Act. For damages caused by slight negligence, we are liable for damages resulting from injury to life, body, or health of persons and in the event of a breach of a material contractual obligation, the fulfillment of which is essential for the proper performance of the contract and on whose compliance you may regularly rely (cardinal obligation).

9.2 Liability for slight negligence in the event of a breach of a material contractual obligation is limited to the damages foreseeable at the time of conclusion of the contract, the occurrence of which must typically be expected. This limitation of liability also applies to our vicarious agents and employees.

10. Retention of title

10.1 All deliveries and services are subject to retention of title. The delivered goods remain our property until full payment of the purchase price and all other claims of SoSilent against the buyer arising from the ongoing business relationship.

11. Miscellaneous

11.1 This contract and the entire legal relationship between the parties shall be governed by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

11.2 The place of performance and exclusive jurisdiction for all disputes arising from this contract shall be the registered office of SoSilent, provided that the buyer is a merchant.

11.3 We are neither obliged nor willing to participate in dispute resolution proceedings before a consumer arbitration board.

12. Amendments to the General Terms and Conditions

12.1 These General Terms and Conditions may be amended by us at any time. Orders are subject to the then-current General Terms and Conditions, which we will refer to separately when placing the order.