General Terms and Conditions (GTC)

Audioblock GmbH – Delivery and Payment Conditions

I. Conclusion of Contract / Offers

Our deliveries and services – including future ones – are exclusively based on the following conditions. Any differing purchasing conditions of the buyer are hereby rejected unless we have expressly agreed to them in writing. Our delivery conditions also apply if we unconditionally carry out the delivery to the buyer despite being aware of their deviating terms.
Our offers are non-binding. All contracts are subject to availability from the manufacturer. Our declarations require written form.
Our delivery terms also apply to all future business transactions with the buyer as part of their business activities within an ongoing business relationship.

II. Payment Terms

Our deliveries and prices are ex-warehouse. VAT will be charged on all taxable deliveries and services, even if not shown separately. The same applies to any transportation and transport insurance costs.
Payments are due on the date indicated on the invoice. The buyer may only offset claims that are undisputed, legally established, or recognized by us. Rights of retention and refusal of performance are only permitted under the same conditions and if based on the same contractual relationship.
In the event of payment default, we are entitled to charge interest at a rate of 5% above the current base interest rate of the European Central Bank p.a. Further damage claims are not affected.
If we accept checks or bills of exchange, it is only on account of performance. Costs for bills and checks are borne by the buyer.
If, due to later occurring circumstances, our payment claim is jeopardized due to a significant deterioration in the buyer’s financial condition, we are entitled to demand immediate payment or security, regardless of the term of any bills accepted on account of payment.
In the cases of clause 3 and 4, we may revoke the collection authorization (clause III.5) and demand advance payment for outstanding deliveries.

III. Retention of Title

We retain ownership of the delivered items until full payment of all claims from the business relationship. In case of breach of contract by the buyer, especially in case of default, we are entitled to take back the delivered goods. This does not apply if the buyer has applied for or is under insolvency proceedings, in which case immediate repossession is not permitted. Repossession is not a withdrawal from the contract unless explicitly declared in writing. After repossession, we may sell the goods; proceeds will be offset against buyer's liabilities after deduction of reasonable sale costs. Insolvency laws remain unaffected.
The buyer must treat the goods with care and insure them at their own expense against fire, water, and theft. Upon request, insurance coverage must be proven. Insurance and compensation claims due to damage/loss are already assigned to us.
The buyer may resell the goods in the ordinary course of business. However, they hereby assign to us all claims against their customers or third parties arising from such resale, up to the amount of our final invoice (including VAT), regardless of whether the item was sold as delivered or after processing.
The buyer remains authorized to collect these receivables even after assignment. However, we may collect them ourselves if the buyer fails to meet payment obligations, falls into arrears, or becomes subject to insolvency. In such cases, the buyer must disclose assigned claims and debtors, provide necessary collection information, hand over related documents, and inform the debtors of the assignment. Collection by us is excluded if restricted by insolvency law.
Processing or transformation of the delivered goods is always done for us. If goods are combined with items not owned by us, we acquire co-ownership of the new item proportionally to the value of our goods versus the others at the time of processing. Otherwise, the same rules apply to the newly created item as to reserved goods.
The buyer must inform us immediately in writing of any third-party seizure or interference.
If the value of securities exceeds our claims by more than 20%, we shall release securities at the buyer's request at our discretion.

IV. Delivery Deadlines and Dates

All delivery dates and periods are subject to timely supply by our own suppliers. Delivery periods begin on the date of our order confirmation.
Compliance with delivery periods and deadlines depends on the dispatch date from our warehouse. If shipping is delayed without our fault, delivery deadlines and dates are considered met upon notification of readiness for dispatch.
Claims for damages due to delay in performance for atypical or unforeseeable damages only exist if the delay is due to intent or gross negligence. Other damage claims due to delay are only valid in cases of intent, gross negligence, or breach of essential contractual obligations.
The limitation of liability in clause IV.3 does not apply where a fixed-date purchase was agreed or where the buyer's interest in contract fulfillment has lapsed. In these cases, liability is limited to foreseeable, typical damages.

V. Shipping and Transfer of Risk

Risk transfers to the buyer upon delivery to the carrier, or at the latest, when the goods leave our warehouse.
We select the carrier and shipping method. Transport insurance is only taken out at the buyer’s request and expense.
In case of transport damage, the buyer must immediately have a damage report prepared by the responsible authorities.
If the buyer is in default of acceptance or otherwise fails to cooperate, we may claim compensation for resulting damages, including additional expenses. In such cases, the risk of accidental loss or deterioration of the goods passes to the buyer at the time of default.

VI. Warranty

In case of justified complaints, which must be made immediately by business buyers and within two weeks by consumers, we may choose to repair the defect or provide a replacement.
If we fail to do so, the buyer may demand a reduction in price or cancellation of the contract.
Further claims by the buyer – regardless of legal basis – are excluded. We are not liable for damages not caused to the goods themselves, nor for lost profits or other financial losses.
This exclusion does not apply where damages result from intent or gross negligence, or if the buyer claims damages due to the absence of a guaranteed feature. In such cases, liability is limited to foreseeable damages.
It also doesn’t apply if we negligently breach essential contractual obligations; again, liability is limited to typical foreseeable damages.
The warranty period is six months from the invoice date unless agreed otherwise in writing. This is a limitation period and also applies to consequential damage claims, except for those arising from tort. During the warranty period, the buyer may send defective goods to our service address at their own cost.

VII. General Limitation of Liability

The liability limitation in section VI.3 also applies to all other buyer claims, including those based on pre-contractual faults, breach of secondary obligations, especially producer liability in tort – except for claims under §§1, 4 of the Product Liability Act (ProdHaftG) or in cases of impossibility.
If our liability is excluded or limited, this also applies to personal liability of our employees, staff, agents, and assistants.

VIII. Miscellaneous

Place of performance for both parties is Oldenburg (Oldb.). If the buyer qualifies, jurisdiction for all disputes from or in connection with this contract is the competent court in Oldenburg (Oldb.). We may also sue at the buyer’s general place of jurisdiction.
German law applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
If individual terms of this contract or these GTCs are invalid, this does not affect the validity of the remaining provisions.