When placing the order, the customer acknowledges the sales and repair conditions.
1. General information
1.1 Our offers are subject to change; they only apply as a request for the submission of a purchase offer.
1.2 The contract is not concluded until we issue our written order confirmation or the delivery is executed.
1.3 Our sales and repair conditions take precedence over contrary general terms and conditions of the customer in the event of disagreements. General terms and conditions of the customer that supplement these sales and repair conditions only apply if we have agreed to them in writing.
2. Delivery and transfer of risk
2.1 We are entitled to withdraw from the agreement if we or our suppliers are unable to fulfil the delivery for reasons that arose after the conclusion of the contract, which we could not have foreseen and which are not within our scope of responsibility, e.g. strikes, lock-outs (at our suppliers as well), non-culpable rejection of the import or export license, other sovereign intervention and other circumstances which are considered force majeure if the event lasts longer than 2 weeks.
2.2 We are also entitled to withdraw from the agreement if, despite coverage transactions being concluded on time, the delivery cannot be properly or promptly delivered and other coverage transactions are unreasonable or fail despite making every effort. Thus, we do not assume the procurement risk.
2.3 If we exercise the rights to which we are entitled in accordance with Clauses 2.1 and 2.2 of these sales and repair conditions, we are obligated to immediately inform the customer of any unavailability and to immediately reimburse the customer for return services.
3. Quality and quantities
3.1 The contractual service, in particular with respect to dimensions, weights and other technical information, is based on our respectively applicable technical specifications; if these are not available, they are based on the DIN standards applicable at the time the contract is concluded. If there are no DIN standards, the corresponding Euro standards (if these are unavailable, than conventional trade standards) applicable at the time the contract is concluded apply.
3.2 Our public statements, promotions and our advertising are not contractual quality specifications; deviations from the specifications herein therefore do not constitute customer claims.
3.3 Our product descriptions do not constitute quality or durability guarantees in terms of Section 443 of the BGB (German Civil Code); we only issue such guarantees in writing with the express label of “guarantee”.
3.4 In the framework of the further development of our products and services, we are entitled to make changes that do not unreasonably restrict the contractually agreed upon function and the recognisable interests of the customer at the time the contract is concluded; unavoidable deviations according to the state-of-the-art or modifications required by law are not considered defects.
3.5 Unless otherwise agreed upon, we are only obligated to provide the delivery unencumbered by commercial property rights and third-party copyrights in the country of the delivery destination.
4. Payment Conditions
Payments are credited toward the respective, oldest claim and, if incurred, toward costs and interests in this order. We will inform the customer about the type of offset.
5.1 Unless otherwise expressly agreed upon in these sales and repair conditions, our liability to compensate expenses or damages, regardless of the legal grounds, is
- excluded in cases of slight negligence and
- in cases of gross negligence, to foreseeable damages
which can typically arise when rendering services such as those agreed upon in the contract.
5.2 The liability exclusions and limitations in accordance with Clause 5.1 a) and b) doe not apply
- in the event of intentional action
- of we have issued a guarantee for the quality of an item
- for the liability for damages as a result of injury to life, limb or health
- for the liability in accordance with the Product Liability Act.
5.3 In the event cardinal contractual obligations are breached, our liability is limited to the foreseeable damage that can typically arise when rendering such as those agreed upon in the contract. Cardinal contractual obligations in terms of this provision include the reciprocal, primary obligations which, if exempted, revokes legal positions to which the customer is entitled in accordance with the content, nature and purpose of the contract and the confirmation of which the customer should be able to rely on.
5.4 The provisions in Clause 5.3 also apply in the event of gross negligence.
6.1 If the customer is a merchant, the delivered goods must be checked for defects upon receipt; any defects must be reported, in writing, immediately but no later than within one week after they are discovered. The date on which the defect complaint is received is relevant. If no complaints are filed, the goods are considered approved if the defect was detectable at the time of the inspection. If a defect arises later, it must be reported immediately after it is discovery.
6.2 All repairs shall be performed properly in accordance with the most recent AUDIOLINE guidelines. If a repair only includes attached parts such as receivers, power supply units, components, etc., no guarantee can be provided for he functionality of the entire unit.
6.3 If the customer opts to withdraw from the contract after subsequent performance has failed, he is not entitled to compensation of damages due to the defect. If the customer opts for compensation of damages after subsequent performance has failed, the compensation of damages is limited to the difference between the purchase price and the value of the defective item. The goods remain with the purchaser if this is reasonable. The above provisions do not apply if we have issued a guarantee (Section 443 of the BGB), in the cases specified in Clause 5.2 or in the event a defect was fraudulently concealed.
6.4 We do not provide any guarantee for damages result from the following:
- incorrect assembly or commissioning by the customer or a third party,
- incorrect order data and standards with respect to the planned use, natural wear and tear
- incorrect or careless handling, excessive stress, unsuitable operating materials and factors that are not required in accordance with the agreement unless they are our fault.
6.5 We can refuse to rectify defects if the customer has not paid for the portion of the delivery that is not the subject of a complaint despite payment being due unless this portion is worthless to the customer and if the customer does not provide us the opportunity to verify the defect by, in particular, upon request, immediately making the defective goods and samples thereof available to us.
7. Retention of ownership
7.1 The delivered goods remain solely our property until complete payment of the purchase has been made. If the customer is a merchant, the delivered goods remain solely our property until the complete payment of all claims, including subsidiary claims, claims for compensation of damages and redemption of checks and exchanges as well as all balance claims from a current account against the customer to which we are entitled now or in the future as a result of the business relationship.
7.2 In the event of culpable action on the customer’s part contrary to the agreement, in particular, in the event of default on payment, we are entitled to take back purchased items included in our retention of ownership in the scope required to realise our outstanding debts. Our reclamation of the purchase item does not constitute a withdrawal from the agreement. We are entitled to sell the purchased item after reclaiming it. The earnings from the sale shall be credited toward customer liabilities, minus reasonable sales costs; any additional profit shall be immediately paid out to the customer.
7.3 We have agreed on a so-called extended retention of ownership with the customer. According to this, subject to Clause 7.4, the customer is entitled to resell the retained goods in the framework of its proper business activities. The resale may not take place in the framework of a current account relationship nor may assignability of the claims from the resale be excluded with the buyer. If the sales price is deferred for the buyers, the customer shall retain the property under the same conditions as specified above. The customer herewith assigns the purchase price claims to which he is entitled from the resale to us. We accept this assignment. In the event of a resale with third-party goods, this assignment only applies in the amount of the value of the retained goods at the time of the resale.
7.4 The assignment is therefore initially tacit, i.e. the customer is still entitled to collect the claim for us in his own name. However, we also have the right to collect the claim ourselves as soon as the customer ceases to properly fulfill its payment obligation. Upon request, the customer shall notify the buyers of the assignment and provide us all of the information required and useful for the enforcement of the assigned claims.
7.5 If the value of the securities to which we are entitled exceed the claims to be secured by more than 20%, we are obligated to release securities upon request of the customer. The selection of the securities to be released is at our discretion.
7.6 If the purchased item is processed or redesigned by the customer, this is done on our behalf. If the purchased item is processed with other items that do not belong to us, we acquire co-ownership of the new item proportionately to the value of the purchased item to the other processed items at the time of processing. If compounds or mixtures are made using a primary item from the customer, the customer herewith assigns its ownership rights to the new item to us.
7.7 The customer shall issue the supplier, upon request, information about the location of the retained goods and about the claims arising from the resale at any time. In the event the goods are seized or confiscated and/or the claim assigned by a third party, the supplier must be notified immediately in writing and sent a copy of the seizure record.
7.8 If deliveries are made in a country whose laws do not accept an extended, expanded and/or current account retention of ownership, a simple right of retention to the purchased item applies until the full purchase price has been paid.
8. Final provisions
8.1 If the customer is a merchant, the following provisions apply: The place of fulfillment is Neuss; the place of jurisdiction for all disputes arising from the business relationship with the customer is Neuss.
8.2 The relationships between us and the customer are subject exclusively to the laws of the Federal Republic of Germany, excluding the UN Sales Convention (CISG).
8.3 If a provision in these general sales and repair conditions is or becomes invalid, the validity of the other provisions remains unaffected.
Neuss, 19.10.2016 Audioline GmbH