Terms and Conditions

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 GmbH), 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 § 14 BGB (hereinafter referred to as "entrepreneurs"), i.e. natural or legal persons or partnerships with legal capacity who act in the exercise of their commercial or self-employed professional activity when concluding a legal transaction. A sale to consumers within the meaning of § 13 BGB does not take place.

1.3 The following terms and conditions apply to all deliveries and services from us. Deviating provisions, in particular terms and conditions of purchase or terms and conditions of the purchaser, shall 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 Our offers are subject to change in all parts. Orders only become binding after our confirmation.

2.2 The Buyer agrees that he may receive offers and order confirmations exclusively in electronic form.

2.3 SoSilent may withdraw from the contract if the Customer has not fulfilled obligations arising from previous orders. SoSilent also has a right of withdrawal if we have indications of payment risks with 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 changes to the design and form during the delivery period, provided that the delivery item as well as its function and appearance are not fundamentally changed. This does not result in a change in prices.

3. Prices, shipping costs

3.1 Deliveries and services are made at the prices and conditions of the written order confirmation. The prices mentioned therein are net prices, excluding 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 the order confirmation.

3.3 We reserve the right to change prices and adjust prices 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, errors in the price may occur in rare cases. Should such an obvious pricing error occur, we reserve the right to cancel orders placed at an incorrect price. In this case, the buyer 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 purchase contract in accordance with § 119 BGB. In such a case, the buyer will be contacted immediately, and any payments already made will be refunded in full.

3.6 Prices in our online shop are generally binding. This does not apply to obvious pricing errors that are recognizable to the Buyer, for example if the price quoted is disproportionately low compared to the market value of the Product.

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

4. Payment Terms

4.1 We generally offer the payment methods prepayment, invoice and PayPal. We reserve the right not to offer 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 costs of a monetary transaction are to be borne by the Buyer.

4.2 In the case of purchase on account, the Buyer will be informed of the due date of the purchase price on the order confirmation.

4.3 The Buyer agrees that he may receive invoices and credit notes exclusively in electronic form.

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

5.

5.1 Stated delivery dates are non-binding. The delivery dates indicated are estimated delivery dates and may be extended due to force majeure, shortage of raw materials, etc. Partial deliveries are possible. The buyer will be informed as soon as possible of delays in delivery.

5.2 The delivery time is determined according to calendar weeks and only begins after receipt of full payment or the agreed deposit.

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

6.1 Merchants must immediately assert complaints of 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 buyer is obliged to have these immediately noted in detail by the forwarder/delivery person on the consignment note or digital receiving device (acknowledgement subject to change).

6.2 Documentation obligation for installation by SoSilent (separate delivery/assembly): If SoSilent carries out the assembly and the delivery of the goods occurs before the scheduled assembly date, the customer's inspection and documentation obligation upon delivery is limited to obvious damage to the outer packaging and pallets. Any such damage must be documented in accordance with Clause 6.1 (by photo/video and note with the carrier). Further inspection and documentation of the internal, unassembled components during unpacking is carried out in this case by the SoSilent assembly team on site.

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

6.4 Burden of proof and documentation obligation for self-assembly: If the customer carries out the installation themselves, a complete photo and video documentation must be created to assert claims for delivery and transport damages. This must be provided to us immediately after the defect is discovered, in any case BEFORE the start of any installation work.

6.5 The required photo and video documentation in the case of self-assembly in accordance with Clause 6.4 must include the following details:
a) Recording of the closed original packaging from all sides, in particular of places that have tears, dents, compressions or open closures.
b) A recording of the shipping label/bill of lading on the shipment.
c) Video or photo recordings showing the unpacking process as well as the damaged Components in their still unassembled condition in or immediately next to the original packaging.

6.6 If the documentation described in Clause 6.5 is not available in the case of self-assembly, or if a damaged component is installed or an assembly attempt is made despite the damage, proof is not provided that it is transport damage or original delivery defect. Corresponding warranty claims are excluded in this case.

7. Warranty

7.1 Warranty rights of the buyer as a merchant require that the buyer has duly complied with his inspection and complaint obligations owed under § 377 of the German Commercial Code (including Section 6 of these GTC).

7.2 Claims for defects expire 12 months after the delivery of the goods supplied by us to the customer. For claims for damages due to intent and gross negligence, as well as for injury to life, body, and health that are based on intentional or negligent breaches of duty by the user, the statutory limitation period applies. To the extent that the law prescribes longer periods mandatorily, these periods apply.

7.3 Agreements on quality take precedence over the objective requirements.

8. Right of withdrawal

8.1 Since our offer is exclusively directed at entrepreneurs, there is no right of withdrawal pursuant to § 312g 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 slight negligence, we are liable for damages resulting from injury to life, body, and health of persons and in the case of a breach of an essential contractual obligation, the fulfillment of which makes proper performance of the contract possible in the first place and on whose compliance you can regularly rely (cardinal obligation).

9.2 Liability for slight negligence in the case of a breach of an essential contractual obligation is limited in amount to the damages that are foreseeable at the time of contract conclusion and that typically must be expected. This limitation of liability also applies in favor of our vicarious agents and employees.

10. Retention of title

10.1 All deliveries and services are made 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 of the parties are subject to the law of the Federal Republic of Germany to the exclusion of the UN Sales Convention (CISG).

11.2 Place of performance and exclusive jurisdiction for all disputes arising from this contract, provided that the buyer is a merchant, is the business location of SoSilent.

11.3 We are not obliged or willing to participate in dispute resolution procedures before a consumer arbitration board.

12. Amendment of the General Terms and Conditions

12.1 These General Terms and Conditions can be changed by us at any time. The orders are subject to the respective current General Terms and Conditions, to which we will refer again separately in the course of the order.

13. Delivery, Unloading, and Packaging

13.1 Delivery is made – unless expressly agreed otherwise – by a forwarding agency commissioned by SoSilent “free curbside” to the delivery address provided by the customer.

13.2 The unloading of the goods is carried out by the forwarding agency. 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 restrictions, sufficient access). Additional costs due to inaccessible delivery locations are borne by the customer.

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

13.5 For delivery with additional assembly services, the disposal of the packaging will take place as part of the assembly, unless otherwise agreed.

13.6 Complicated structural conditions during assembly by SoSilent: The agreed price for our assembly services is based on the assumption that the installation location in the building is accessible on the ground floor or that an elevator with sufficient dimensions for the largest component is available. Should manual transport of the components to higher floors via stairs be necessary, or if other complicating structural conditions exist (e.g., extremely narrow corridors, no direct access to the building) that were not communicated to us in writing at the time of contract conclusion, we reserve the right to charge the additional personnel and time expenses incurred in accordance with our currently valid service and hourly rates.

14. Self-assembly by the customer

14.1 If the customer waives our assembly service and undertakes the assembly of the delivered goods themselves (self-assembly), they bear sole responsibility for proper and correct construction. The assembly must necessarily be carried out according to the specifications of the assembly instructions provided by us.

14.2 Before beginning the assembly, the customer is obliged to check all components for integrity (see also Clauses 6.4 and 6.5). Complaints about components (e.g., scratches, bent parts, broken cables) that have already been assembled or for which an obvious attempt at assembly has been made are excluded from warranty and from free replacement.

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

14.4 If the customer reports a malfunction or defect and it is determined during the inspection by SoSilent that the cause is a customer assembly error (e.g., incorrect wiring), the customer bears the full cost of the error analysis, travel, and repair of the damage. Billing is based on the then-current service and hourly rates of SoSilent plus material costs. In these cases, there is no warranty claim.

15. Disposal of waste electrical and electronic equipment (WEEE / ElektroG)

15.1 The customer undertakes the obligation to properly dispose of the delivered devices at their own expense according to statutory regulations after the end of use. They indemnify SoSilent from the obligations under Section 19, Paragraph 1 of the German Electrical and Electronic Equipment Act (ElektroG) (manufacturer's return obligation) and any claims of third parties related thereto.

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

15.3 The customer is contractually obliged to require commercial third parties, to whom they pass on the delivered goods, to properly dispose of them at their own expense after the end of use and, in the event of further transfer, to impose a corresponding onward obligation. If the customer fails to do so, they must take back the delivered goods at their own expense after the end of use and properly dispose of them in accordance with legal regulations.