legal terms

General Terms and Conditions (T&C)
of GmbH
“Systenic Listening Technology International” GmbH

Section 1 Applicability
1) All the Seller’s supplies, services and offers are subject exclusively to these General Terms and Conditions of Supply. They form part of all contracts that the Seller concludes with its contractual partners (hereinafter also referred to as “Customers”) in relation to the supplies and services it offers. They also apply to all future supplies, services or offers to the Customer, even if not separately agreed. The Customer is an entrepreneur in accordance with Section 14 BGB (Bürgerliches Gesetzbuch [German Civil Code]).2) The terms and conditions of the Customer or a third party do not apply, even if the Seller does not expressly object to their application in a particular case. Even if the Seller refers to a letter containing or referring to the terms and conditions of the Customer or a third party, this does not constitute acceptance of the application of those terms and conditions.

Section 2 Quotation and contract conclusion
1) All the Seller’s quotations are non-binding and subject to change, unless they are explicitly marked as binding or contain a defined acceptance period. The Seller can accept orders or jobs within 14 days of receipt.
2) Only the purchase agreement concluded in writing is authoritative for the legal relationships between the Seller and the Customer, including these General Terms and Conditions of Supply. This fully represents all agreements between the contractual parties with respect to the object of the contract. Any commitments made by the Seller verbally prior to concluding this contract are not legally binding and any verbal agreements between the contractual parties are superseded by the written contract. Amendments and additions to the agreement made, including these Terms and Conditions, must be made in writing in order to be valid. Transmission by fax and email with an automatic reply function is sufficient to meet the written form requirement.3) Details provided by the Seller on the object of the contract or the service (e.g. consumption figures, capacity, tolerances and technical data) are not guaranteed characteristics but rather descriptions or indications of the supply or service. Deviations which are typical for the industry, deviations made on the basis of legal provisions or that constitute technical improvements and the replacement of components with equivalent parts are permitted, provided this does not impede usability for the intended contractual purpose.

Section 3 Retention of title
1) The Seller reserves ownership or copyright in relation to all quotations and estimates provided by it, including drawings, figures, calculations, brochures, catalogues, models, tools and other documents and resources provided to the Customer. Without the Seller’s explicit consent, the Customer may not make these items or their contents accessible to third parties, disclose them, or use or copy them itself or allow a third party to do so. At the Seller’s request, it must return these items to the Seller in full and destroy any copies made if it no longer requires them in the ordinary course of business or if negotiations do not lead to the conclusion of a contract.
2) The items and equipment sold remain the property of the Seller until all its claims against the Customer in accordance with this contract have been satisfied. This retention of title also applies for all claims against the Customer that the Seller acquires at a later date in relation to the item purchased, e.g. due to repairs or supplies of spare parts and other services. Until the Seller’s payment claims have been satisfied, the items may not be resold, rented, loaned or gifted. Assignments as security and pledges are also prohibited.3) If the Customer falls into payment arrears or does not fulfil its obligations in accordance with the retention of title clause, the Seller may require the Customer to surrender the item purchased. After giving sufficient notice, it can sell the item purchased at its own discretion for the best possible price, offsetting this against the purchase price. The Customer shall bear all the costs of returning and selling the item purchased.4) The Customer has a duty to keep the item purchased in good condition for the duration of retention of title. All scheduled maintenance work and necessary repairs must be carried out immediately during this time.

Section 4 Price and payment
1) The prices apply for the supplies and services stated in the order confirmations. Any additional or special services are charged separately. Prices are stated in EUR, excluding VAT, ex works, plus packaging and subject to VAT; in the event of export, they are subject to customs duty, fees and other official levies.
2) When the agreed prices are based on the Seller’s list prices and the delivery is only made more than 2 months after conclusion of the contract, the Sellers’ list prices at the time of delivery apply.
3) Invoices are payable within 7 days with no deductions, unless otherwise agreed in writing. Receipt of payment by the Seller is decisive for the date of payment. Cheques only count as payment after they have been cashed. If the Customer does not pay by the due date, interest is to be paid on the outstanding amount from the due date at a rate of 5 percentage points above base rate. The right to charge higher interest rates and claim further damages in the event of late payment is unaffected.(4) Offsetting against the Customer’s counter-claims or withholding payments on the grounds of such claims is only permitted if the counter-claims are undisputed or established by law.5) The Seller is entitled to only make any outstanding supplies or render any outstanding services against advance payment or security if, after the conclusion of the contract, circumstances become known that could substantially diminish the creditworthiness of the Customer and that pose a threat to the payment of the Seller’s outstanding claims by the Customer from the respective contractual relationship (including from other individual orders).

Section 5 Delivery and lead time
1) Deadlines and dates given by the Seller for supplies and services are always approximate unless a fixed deadline or date has been explicitly promised or agreed. If shipment of has been agreed, the lead times and delivery dates refer to the date of transfer to the forwarder, carrier or other third party commissioned with the shipment.
2) The Seller may, without prejudice to its rights arising from delay on the part of the Customer, demand that the Customer agrees to an extension or postponement of deadlines or dates for the supplies and services for the period of time during which the Customer fails to fulfil its contractual obligations towards the Seller.
3) The Seller accepts no liability for the impossibility of delivery or for delivery delays, provided these are due to force majeure or other reasons that were not foreseeable at the time of the contract being concluded (e.g. disruption of operations, difficulties in procuring materials, transport delays, official measures or the supplier failing to deliver or making an incorrect or late delivery) that the Seller is not responsible for. If such events significantly complicate the delivery or service for the Seller or make it impossible and the impediment is not just temporary, the Seller is entitled to withdraw from the contract. In the event of temporary impediments, the deadlines or dates for the supplies and services are extended or postponed for the duration of the impediment plus an adequate start-up period and, if the Customer can no longer be reasonably expected to accept the delivery or service as a result of the delay, it can withdraw from the contract by immediately giving written notice to the Seller.4) The Seller is only entitled to make part-deliveries if
– the delivery of the rest of the goods ordered is guaranteed and
– the Customer does not incur any significant extra costs or other costs as a result of this.5) If the Seller is late in making a delivery or rendering a service or if it is impossible for it to make a delivery or render a service for whatever reason, the Seller’s liability for damages is limited in accordance with Section 9 of these General Terms and Conditions.

Section 6 Place of performance, dispatch, packaging, transfer of risk, acceptance
1) The place of performance for all obligations from this contractual relationship is Mölln, unless otherwise agreed. If the Seller is obliged to carry out installation, the place of performance is the place at which installation must be carried out.
2) The mode of dispatch and packaging are at the Seller’s dutiful discretion.
3) At the latest, risk is transferred when the item supplied is handed over to the forwarder, carrier or other third party commissioned with delivery to the Customer. This also applies when part-deliveries are made or when the Seller has undertaken to render other services (e.g. dispatch or installation). If the dispatch or handover is delayed as a result of circumstances caused by the Customer, risk is transferred to the Customer on the day on which the Seller is ready to dispatch the item and notifies the Customer of this.4) The Seller only insures the shipment against theft, breakage, damage in transit, fire damage, water damage or other insurable risks at the Customer’s explicit request and at its cost.5) In the event of acceptance, the item purchased is considered to have been accepted if
– delivery and, if the Seller is obliged to carry out installation, installation are complete;
– the Seller has notified the Customer of this with reference to acceptance in accordance with this paragraph, Paragraph 5, and requested it to give acceptance;
– 12 working days have passed since delivery or installation or the Customer has
begun to use the item purchased (e.g. has put the equipment supplied into operation),
in this case, 6 working days have passed since delivery or installation;
– the Customer has refrained from giving acceptance within this period of time for a reason other than
a defect that the Seller has been notified of that makes using the item purchased impossible
or significantly impairs use.

Section 7 Warranty
1) The warranty period is 24 months from delivery or, if acceptance is required, from delivery.
2) The items supplied must be inspected carefully immediately after delivery to the Customer or the third party designated by it. They will be considered approved if the Seller does not receive written notification of defects regarding obvious defects or other defects that are detected during an immediate, careful inspection within 7 working days of delivery of the item supplied, or otherwise within 7 working days of discovery of the defect or the date on which the defect became evident to the Customer during normal use of the item supplied without further examination.
At the Seller’s request, the rejected delivery must be sent back to it carriage paid. In the case of legitimate defect notifications, the Seller will refund the costs of the cheapest method of shipment; this does not apply if the costs increase because the item supplied is in a location other than the location of intended use.
3) In the event of material defects in the item(s) supplied, the Supplier is obliged and entitled to first either rectify the defect(s) or supply a replacement, as it chooses, within a reasonable period of time. If this fails, i.e. if repair or replacement is impossible, unreasonable, refused or there is an unreasonable delay to this, the Customer may withdraw from the contract or reduce the purchase price appropriately.
4) If the Seller is to blame for a defect, the Customer can
claim damages subject to the conditions laid down in Section 9.5) In the event of defects in components from other manufacturers that the Seller cannot rectify for licensing reasons or other reasons, the Seller will either assert its warranty claims against the manufacturers and suppliers on the Customer’s behalf or assign these to the Customer, as it chooses. Warranty claims against the Seller only exist in the event of such defects under the other conditions and in accordance with these General Terms and Conditions of Supply if the legal enforcement of the above claims against the manufacturer and supplier was unsuccessful or, for example, due to insolvency, is futile. During the period of a legal dispute, the limitation period for the Customer’s respective warranty claims against the Seller is suspended.6) The warranty lapses if the Customer changes the item supplied without the consent of the Seller or has it modified by a third party, thus making the rectification of the defect impossible or unreasonably difficult. In any case, the Customer has to bear the extra costs incurred in order to rectify the defect as a result of the change.7) The delivery of used goods in agreement with the Customer in individual cases is subject to the exclusion of any warranty.

Section 8 Property rights
1) In accordance with these paragraphs, the Seller is responsible for ensuring that the item supplied is free from any third-party commercial property rights or copyrights. Each contractual party will immediately inform the other party in writing if claims are made against it on the grounds of the infringement of such rights.
(2) In the event that the item supplied infringes a commercial property right or copyright of a third party, the Seller will either modify or exchange the item supplied, as it chooses and at its own cost, so that the item supplied no longer infringes third-party rights but still continues to perform the contractually agreed functions, or provide the Customer with the right of use by concluding a licence agreement. If it fails to do so within a reasonable period of time, the Customer is entitled to withdraw from the contract or reduce the purchase price appropriately. Any damages claims by the Customer are subject to the restrictions of Section 8 of these General Terms and Conditions of Supply.3) In the event of the infringement of rights by products from other manufacturers that are supplied by the Seller, the Seller will either assert its claims against the manufacturers and suppliers on behalf of the Customer or assign these to the Customer, as it chooses. Claims against the Seller only exist in such cases in accordance with these paragraphs if the legal enforcement of the above claims against the manufacturer and supplier was unsuccessful or, for example, due to insolvency, is futile.

Section 9 Liability for damages due to fault
1) The Seller’s liability for damages, on any legal basis, is limited in accordance with this paragraph, particularly on the grounds of impossibility, delay, defective or incorrect delivery, breach of contract, breach of duties during contract negotiations and unlawful acts, insofar as it is at fault in each case.
2) The Seller does not accept liability
– in the event of ordinary negligence on the part of its employees or other agents;
– in the event of gross negligence on the part of its non-executive employees or other
agents, unless this involves a breach of fundamental contractual obligations.
Fundamental contractual obligations are those obligations to provide timely, fault-free delivery and installation, as well as consulting, protection and duty of care obligations that are designed to enable the Customer to use the item supplied in accordance with the contract or that aim to protect the life or limb of the employees of the Customer or third parties or the property of the Customer from significant damage.
3) Insofar as the Seller is fundamentally liable for damages in accordance with Section 9 (2), this liability is limited to damages that the Seller foresaw as a possible consequence of a breach of contract upon conclusion of the contract or should have foreseen if exercising due diligence in consideration of the circumstances that were known to it or which it should have recognised.
Indirect damage and consequential damage that are the result of defects in the item supplied are also only compensable insofar as such damage is typically to be expected in the case of the intended use of the item supplied.
4) In the event of liability for ordinary negligence, the Seller’s obligation to pay compensation for any material damage or personal injury is limited to a sum of 2,000,000 euros for personal injury and 1,000,000 euros for material damage per case (in accordance with the current sum insured under its product liability insurance policy or liability insurance policy) where a breach of fundamental contractual obligations is involved.5) The above disclaimers and limitations of liability also apply to the same extent for the benefit of the management bodies, legal representatives, employees and other vicarious agents of the Seller.6) Where the Seller provides technical information or acts in an advisory capacity and this information or advice is not part of the contractually agreed scope of services due, this is done free of charge and to the exclusion of any liability.7) The limitations laid down in this paragraph do not apply for liability on the Seller’s part on the grounds of intent, for guaranteed characteristics, on the grounds of loss of life, physical injury or damage to health or in accordance with the German Product Liability Act (Produkthaftungsgesetz).

Section 10 Final provisions
1) The place of jurisdiction for all disputes arising from the business relationship between the Seller and the Customer is the Seller’s registered office. Ratzeburg, or Lübeck, is the exclusive place of jurisdiction for all claims against the Seller. Mandatory legal provisions regarding exclusive places of jurisdiction are not affected by this provision.
2) The relationship between the Seller and the Customer is exclusively subject to the law of the Federal Republic of Germany. The United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (CISG) does not apply.3) Where the contract or these General Terms and Conditions of Supply contain loopholes, these are filled by the legally valid provisions, which are deemed to be agreed, that the parties would have agreed according to the commercial objectives of the contract or the purpose of these General Terms and Conditions of Supply had they known of the loophole.

Please note: A special notice regarding data protection law in accordance with the GDPR of 2018 is given on our website under “Data protection”.

Lehmrade: May 2018