Terms and Conditions

1. General

1.1 Our general terms and conditions are 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), Thalkirchner Straße 210, Haus 1, 81371 Munich (hereinafter referred to as “we” or “SoSilent”).

1.2 Our offer is aimed exclusively at entrepreneurs within the meaning of Section 14 of the German Civil Code (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. There is no sale to consumers within the meaning of Section 13 of the German Civil Code (BGB).

1.3 The following terms and conditions apply to all deliveries and services, including purchase and rental agreements, from us. Deviating provisions, in particular purchasing provisions or the buyer's terms and conditions, will only become part of the contract if this is expressly agreed in writing. Verbal agreements require our written confirmation.

2. Offer, conclusion of contract

2.1 All parts of our offers are subject to change. Orders only become binding after our confirmation.

2.2 The customer agrees that he will receive offers and order confirmations exclusively in electronic form.

2.3 SoSilent can withdraw from the contract if the customer has not fulfilled obligations from previous orders. SoSilent also has a right of withdrawal if we have indications of payment risks for the customer and the customer refuses 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 and its function and appearance are not fundamentally changed. This does not result in a change in prices.

2.6 Subject to prior sale and subletting: For offers that include stock items, exhibits or special items, the sale or rental is generally subject to prior sale or interim rental (“while stocks last”). The submission of an offer by SoSilent does not constitute a binding reservation of these goods for the duration of the offer's validity. SoSilent reserves the right to sell or rent these goods elsewhere in the meantime.

3. Prices, shipping costs

3.1 Deliveries and services are provided at the prices and conditions of the written order confirmation. The prices stated therein are net prices, exclusive of statutory VAT. The legally applicable VAT is shown separately.

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

3.3 We reserve the right to make price changes and price adjustments for products and services in our offer at any time. This has no influence on orders that have already been placed.

3.4 Despite the greatest care, in rare cases there may be errors in the price information. Should such an apparent pricing error occur, we reserve the right to cancel any orders placed at an incorrect price. In this case, the customer will be informed immediately and payments already made will be refunded in full.

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

3.6 Price information in our online shop is generally binding. This excludes obvious pricing errors that are recognizable to the customer, for example if 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 discretion, make an alternative offer to the customer, e.g. a reasonable discount on the regular price or the conclusion of a new contract under the correct conditions.

4. Payment Terms

4.1 We generally offer the payment methods advance payment, invoice and Paypal. For each order, we reserve the right not to offer certain payment methods and to refer to other payment methods. We only accept payments from accounts within the European Union (EU). Any costs of a money transaction must be borne by the customer.

4.2 When purchasing or renting on account, the customer will be informed of the due date on the order confirmation.

4.3 The customer agrees that he will only receive invoices and credits in electronic form.

4.4 In sales contracts, custom-made products generally require 100% payment before production begins. Alternatively, partial payment can be made by individual agreement. For rental and event contracts, unless otherwise agreed, 70% of the order value is due as a deposit upon order confirmation and 30% as the final payment is due no later than 14 days before the start of construction.

5. Delivery time

5.1 Specified delivery dates are non-binding. The delivery dates stated are expected delivery dates, which may be extended due to force majeure, shortage of raw materials, etc. Partial deliveries are possible. The customer will be informed of any delays in delivery as soon as possible.

5.2 The delivery time is set in calendar weeks and only begins after receipt of full payment, the agreed down payment or the agreed initial payment under the rental agreement.

6. Transport damage, transfer of risk and obligation to inspect

6.1 Merchants must immediately report complaints about defects and transport damage in writing in accordance with Section 377 of the German Commercial Code (HGB). If goods are delivered with obvious transport damage (e.g. damage to the outer packaging), the customer is obliged to immediately have this noted in detail by the freight forwarder/delivery on the waybill or digital receiving device (acknowledgment subject to reservation).

6.2 Documentation requirement for assembly by SoSilent (separate delivery/assembly): If SoSilent takes over the assembly and the goods are delivered before the assembly date, the customer's obligation to inspect and document upon delivery is limited to obvious damage to the outer packaging and the pallets. Corresponding damage must be documented in accordance with Section 6.1 (via photo/video and note to the freight forwarder). In this case, the SoSilent assembly team on site is responsible for further checking and documenting the internal, unassembled components during unpacking.

6.3 Transfer of risk for unauthorized transport: If packaged pallets or components are moved or relocated by the customer independently (e.g. further transport with a pallet truck) between an advance delivery and the arrival of the SoSilent assembly team, the risk of any resulting damage passes to the customer.

6.4 Burden of proof and documentation obligation for self-assembly: If the customer undertakes the assembly himself, complete photo and video documentation must be created in order to claim delivery and transport damage. This must be reported to us immediately upon discovery of the defect, but in any case BEFORE Beginning of any assembly work.

6.5 The required photo and video documentation for self-assembly in accordance with Section 6.4 must necessarily include the following details:
a) Take the closed original packaging from all sides, especially from areas that have cracks, dents, compression or opened closures.
b) A recording of the shipping label/waybill on the shipment.
c) Video or photo recordings showing the unpacking process and the damaged components in your still unassembled condition in o. show immediately next to the original packaging.

6.6 If the documentation described in Section 6.5 is not available in the case of self-assembly, or if a damaged component is installed despite the damage or an attempt is made to assemble it, proof is deemed not to have been provided that it is due to transport damage or an original delivery defect. In this case, corresponding warranty claims are excluded.

7. Warranty

7.1 The customer's warranty rights as a merchant presuppose that he has properly fulfilled his obligations to inspect and give notice of defects in accordance with Section 377 of the German Commercial Code (including Section 6 of these General Terms and Conditions).

7.2 In the case of sales contracts, claims for defects expire 12 months after delivery of the goods we have delivered to the customer. The statutory limitation period applies to claims for damages in the event of intent and gross negligence as well as injury to life, body and health that are based on an intentional or negligent breach of duty by the user.

7.3 Quality agreements take priority over the objective requirements.

8. Right of withdrawal

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

9. Liability

9.1 We have unlimited liability for intent and gross negligence as well as in accordance with the Product Liability Act. We are liable for minor negligence in the event of damage resulting from injury to life, body or health of persons and in the event of a breach of an essential contractual obligation, the fulfillment of which enables the proper execution of the contract in the first place and on whose compliance you can regularly rely (cardinal obligation).

9.2 Liability for minor negligence in the event of a breach of an essential contractual obligation is limited to the amount of damage that was foreseeable at the time the contract was concluded and which must typically be expected to arise. This limitation of liability also applies to our vicarious agents and employees.

10. Retention of title (for purchase contracts)

10.1 In the case of purchase contracts, all deliveries and services are subject to retention of title. The delivered goods remain our property until the purchase price and all other claims by SoSilent against the buyer from the ongoing business relationship have been paid in full.

11. Miscellaneous

11.1 This contract and the entire legal relationship between the parties are subject to the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

11.2 Place of performance and exclusive place of jurisdiction for all disputes arising from this contract is SoSilent's registered office.

11.3 We are not obliged and willing to take part in dispute resolution proceedings before a consumer arbitration board.

12. Changes to the General Terms and Conditions

12.1 These General Terms and Conditions may be changed by us at any time. The current general terms and conditions apply to orders, which we will point out separately when placing the order.

13. Delivery, unloading and packaging

13.1 Unless expressly agreed otherwise, delivery is made “free curbside” to the delivery address specified by the customer by a shipping company commissioned by SoSilent.

13.2 The shipping company is responsible for unloading the goods. From the unloading point on the property or at the nearest accessible location, responsibility for the goods passes to the customer.

13.3 The customer ensures that the unloading area is accessible (e.g. no construction site ban, sufficient access). The customer bears additional costs due to inaccessible delivery locations.

13.4 The disposal of packaging materials (e.g. cardboard boxes, protective films, pallets) is the responsibility of the customer, unless otherwise agreed. A return by SoSilent will only take place after a separate agreement for additional compensation.

13.5 If delivery includes additional assembly services, the packaging will be disposed of during assembly, unless otherwise agreed.

13.6 Difficult structural conditions during installation by SoSilent: The agreed price for our assembly services is based on the assumption that the installation location in the building can be reached at ground level or that an elevator with sufficient dimensions for the largest component is available. If it is necessary to manually transport the components to higher floors via stairs, or if there are other difficult structural conditions (e.g. extremely narrow hallways, no direct access to the building) that were not communicated to us in writing when the contract was concluded, we reserve the right to additionally invoice the resulting additional personnel and time expenditure in accordance with our currently valid service and hourly rates.

14. Self-assembly by the customer

14.1 If the customer forgoes our assembly service and undertakes the assembly of the delivered goods himself (self-assembly), he is solely responsible for the professional and proper assembly. The assembly must be carried out in accordance with the specifications of the assembly instructions provided by us.

14.2 Before starting assembly, the customer is obliged to check all components for integrity (see Sections 6.4 and 6.5). Complaints about components (e.g. scratches, bent parts, broken cables) that have already been installed or where an obvious attempt has been made to install them are excluded from the warranty and free replacement.

14.3 SoSilent assumes no liability and excludes any warranty claims for damage or malfunctions that are due to improper self-assembly, failure to follow the assembly instructions, use of force during assembly (e.g. pinched cables, torn threads) or the use of unsuitable tools.

14.4 If the customer reports a malfunction or defect and it turns out during SoSilent's inspection that the cause is due to an assembly error by the customer (e.g. faulty cabling), the customer bears the full costs for the error analysis, travel and repair of the damage. Billing is based on SoSilent's current service and hourly rates plus material costs. There is no warranty claim in these cases.

15. Disposal of old electrical devices (WEEE / ElektroG)

15.1 The customer assumes the obligation to properly dispose of the delivered devices at their own expense in accordance with legal regulations after the end of use. He releases SoSilent from the obligations according to Section 19 Paragraph 1 ElektroG (manufacturers' obligation to take back) and any related claims from third parties.

15.2 If the customer wishes SoSilent to organize the disposal or return of the old devices, this must be agreed separately. In this case, the customer bears the transport and utilization costs incurred, unless otherwise agreed in writing.

15.3 The customer must contractually oblige commercial third parties to whom he passes on the delivered goods to properly dispose of them at their expense after the end of use and to impose a corresponding further obligation in the event of the goods being passed on again. If the customer fails to do this, he must take back the delivered goods at his own expense after the end of use and dispose of them properly in accordance with legal regulations.

16. Special conditions for rental agreements (short-term, event and long-term rental)

16.1 If a rental agreement (e.g. long-term rental or short-term rental for trade fairs and events) is concluded between the customer and SoSilent, the provisions of this Section 16 apply in addition to the remaining General Terms and Conditions. In the event of contradictions, the provisions of this Section 16 take precedence over the general purchase conditions. When financing or leasing through external partners, the contractual conditions of the respective financing partner primarily apply.

16.2 Ownership: The rented products (meeting boxes, furniture, etc.) remain the unrestricted property of SoSilent for the entire duration of the rental period. The customer is not entitled to sell, pawn, structurally modify or sublet the products to third parties without prior written consent.

16.3 Obligations of the customer: The customer must treat the rental items with care and protect them from damage. He is obliged to adequately insure the rental items against damage, loss, theft, fire and water damage for the duration of the rental period at his own expense. This is particularly true at busy locations such as trade fairs and public events. Any damage or malfunctions that occur must be reported to SoSilent immediately in writing.

16.4 Termination and return: After the agreed rental period has expired, the customer must return the products to SoSilent in a proper condition that corresponds to the contractual wear and tear. Unless otherwise agreed in the offer, the customer bears the costs for professional dismantling, packaging and return transport of the goods to SoSilent. Damage that goes beyond normal wear and tear (e.g. deep scratches, stains, damaged technology) will be billed to the customer upon return.

16.5 Special features for events and trade fairs: When renting for events, the customer must ensure that the installation site is freely accessible, cleared and prepared for our assembly team at the agreed set-up and dismantling times. The customer is responsible for any costs or fees charged by the trade fair companies or organizers (e.g. access and parking permits, loading and unloading devices, storage facilities for the transport boxes, on-site forklift costs, mandatory power connections). Waiting times or delays during assembly and dismantling for which the customer or the organizer are responsible will be invoiced at the applicable hourly rate based on effort.

16.6 Cancellation of rental and event contracts: If the customer cancels, any costs already incurred or bindingly ordered (in particular for transport, assembly, service provider planning, storage, special services or the reservation of the rental box) will be charged in full. Any deposit that has already been paid will be credited towards this.