General Terms and Conditions
of the company Silent Power Electronics GmbH, hereinafter referred to as Silent Power, Formerweg 8, 47877 Willich
§ 1 Validity of the terms and conditions of business and payment
The offers, deliveries and services of Silent Power are provided exclusively on the basis of these terms and conditions of business and payment, with the exception of the provision in the following clause 10. The version valid at the time the contract is concluded shall apply. Customers within the meaning of these terms and conditions are natural or legal persons or partnerships with legal capacity with whom a business relationship is entered into and who act in the exercise of a commercial or independent professional activity. Subsidiary agreements, amendments and supplements as well as deviating, conflicting or supplementary General Terms and Conditions shall only be effective with our written confirmation. Our sales staff are not authorized to make promises.
§ 2 General / Conclusion of contract
1. the offers of Silent Power are subject to change. A binding contract offer is only declared by the customer with his order. The purchase contract is concluded as soon as Silent Power has declared its acceptance of the order in writing within 3 working days. Silent Power is entitled to refuse to accept the order or to limit it to a normal household quantity. Silent Power reserves the right to make technical and other changes to the ordered goods within reasonable limits.
2 Silent Power reserves the right not to perform or to perform only partially in the event of incorrect or improper self-delivery. In this case, the customer will be informed immediately and any consideration already paid will be refunded.
3. if an online contract is concluded, Silent Power saves the text of the contract and sends it to the customer by e-mail together with the legally effective GTC.
§ 3 Prices and terms of payment
1. the list prices at the time of order acceptance shall apply. If these differ from the list prices at the time of the order, Silent Power will submit an offer to the customer at the changed conditions.
2 The prices are exclusive of shipping costs, software, separate accessories, installations, training and other ancillary services are not included in the prices, unless otherwise agreed in writing.
3. invoices are due immediately and payable without deduction. A payment is only deemed to have been made when it has been credited to one of Silent Power’s designated accounts. In the event of a delay in payment, Silent Power is entitled to charge interest on arrears at a rate of 8% above the respective prime rate. Bills of exchange or checks are only accepted by agreement and are only considered payment after they have been cashed. Discount and collection charges shall be borne by the customer.
4. if the customer does not accept the goods sold, Silent Power is entitled to demand 20% of the purchase price as lump-sum compensation for damages and expenses instead of fulfillment of the contract or compensation for the actual damage. For the duration of the buyer’s default of acceptance, Silent Power is entitled to store the goods at the buyer’s risk with itself, a forwarding agent or a warehouse keeper. In this case, the customer will be charged a minimum amount of € 25.56 per month for storage. However, Silent Power reserves the right to claim the actual storage costs.
5. the buyer shall only be entitled to rights of retention insofar as his counterclaim is based on the same contractual relationship. Offsetting by the purchaser is excluded unless the customer’s counterclaims have been legally established or recognized by us.
§ 4 Delivery period
1. the agreed delivery period shall commence on the date of acceptance of the order.
2. if information and / or documents of the customer are necessary for the execution of the order, the delivery period begins on the date on which Silent Power has received this information and / or documents.
3. delays in delivery caused by legal or official orders (e.g. import and export restrictions) are not the responsibility of Silent Power. In important cases, we will inform the customer as soon as possible of the beginning and end of such obstacles.
§ 5 Delivery, shipment, transfer of risk
1. partial deliveries are considered independent deliveries for payment obligations, transfer of risk and warranty obligations.
2. the shipping method, the shipping route and the company commissioned with the shipment shall be determined by Silent Power at its own discretion, unless otherwise agreed with the customer.
§ 6 Retention of title
1 Silent Power retains title to the goods until full payment of all claims arising from an ongoing business relationship. In the event of breach of contract by the customer, in particular default of payment, Silent Power is entitled to withdraw from the contract and demand the return of the goods. The customer is obliged to ensure that the goods are not damaged.
2. in the event of seizure or other access to the goods by third parties as well as in the event of damage or loss of the goods, the customer must notify Silent Power immediately in writing. The customer must also notify us immediately of any change of ownership of the goods.
3. any processing or transformation of the goods by the customer shall always be carried out for Silent Power. If the goods are processed with other items that are not the property of Silent Power, Silent Power shall acquire co-ownership of the new item in the ratio of the value of the goods to the other processed items at the time of processing.
4. the customer is entitled to resell the goods in the ordinary course of business. However, he hereby assigns to Silent Power all claims against his customers or third parties arising from the resale in the amount invoiced to this person. The assignment is accepted by Silent Power. At the same time, the customer is authorized to collect the invoice amount from his customer or the third party. If the customer is in arrears with his payments to Silent Power, Silent Power reserves the right to collect the invoice amount itself.
§ 7 Warranty / Exclusion of liability
1. we guarantee for a period of two years from delivery to the customer that the delivery items are free of defects according to the respective state of the art. Liability for normal wear and tear is excluded. Any liability of Silent Power under the Product Liability Act remains unaffected by this.
2 Silent Power accepts no liability for defects and damage resulting from unsuitable or improper use, non-observance of instructions for use or incorrect or negligent handling on the part of the customer. This applies in particular to the operation of objects with the wrong type of current or voltage and connection to unsuitable power sources. The same applies to defects and damage caused by fire, lightning, explosion or network-related overvoltage, moisture of any kind, incorrect or missing program software and/or processing data, unless the customer can prove that these circumstances are not the cause of the reported defect.
3. the warranty expires if the customer carries out interventions and / or repairs on devices without the express written consent of Silent Power or has them carried out by persons who have not been authorized by Silent Power; unless the customer proves that these circumstances are not the cause of the defect complained about.
4. obvious defects must be reported in writing immediately, but at the latest within one week of receipt of the goods; otherwise all claims for defects are excluded. The timely dispatch of the notice of defects is sufficient to meet the deadline. The burden of proof for the defects themselves, for the time of discovery of the defects and for the timeliness of the notice of defects shall be borne by the customer.
5. if there is a defect in the purchased item, Silent Power is entitled, at its own discretion, to provide warranty by remedying the defect or by replacement delivery. In order to prevent data loss as a result of repair or defects in the goods, we recommend that you carry out regular data backups, as liability for such consequential damage is excluded. This exclusion of liability does not apply in the case of intentional or grossly negligent causation by Silent Power.
6. if Silent Power is unwilling or unable to make replacement deliveries, if the replacement delivery or the rectification of defects fails at least once or if the replacement delivery or rectification of defects is unreasonable for the customer, the customer shall be entitled to choose,
a) to withdraw from the contract, unless the defects are minor,
b) to demand an appropriate reduction of the purchase price or
c) to claim damages. In the event that claims for damages are asserted, the following limitations of liability shall apply.
7. unless otherwise expressly agreed, Silent Power shall not be liable for slightly negligent breach of insignificant contractual obligations. In particular, Silent Power is not liable for damages that did not occur directly in the delivery item; in particular, we are not liable for loss of profit or other financial losses of the customer. The exclusion of liability does not apply if the damage is based on intent, gross negligence or absence of a secured characteristic, breach of essential contractual obligations, delay in performance, impossibility, as well as claims according to §1, §4 of the Product Liability Act. We are not liable for the recovery of data unless we have caused the loss intentionally or through gross negligence and the buyer has ensured that a data backup has been made so that the data can be reconstructed with reasonable effort.
8. Silent Power shall be indemnified by the customer against all disadvantages asserted against Silent Power by third parties due to harmful actions of the customer.
9 Warranty claims shall be processed in accordance with the instructions in the current Silent Power return and service information enclosed with each delivery.
§ 8 Withdrawal and compensation for unfulfilled orders
1. Silent Power shall be entitled to an immediate right of withdrawal from the contract if Silent Power becomes aware of a suspension of payments, the opening of bankruptcy or judicial composition proceedings, the rejection of bankruptcy for lack of assets, bill or check protests or other concrete indications of deterioration in the financial circumstances of the customer.
2. if Silent Power withdraws from the contract in accordance with § 7 paragraph 1 or if the order is not executed for reasons for which the customer is responsible, Silent Power may demand a minimum compensation of 10% of the purchase price for expenses incurred and loss of profit.
§ 9 Software, literature
1. the special license and other terms and conditions of the manufacturer shall apply in addition to the terms and conditions for the delivery of software. By accepting the software, the buyer expressly acknowledges its validity.
§ 10 Use of customer data
1. the provisions of the Federal Data Protection Act are complied with.
§ 11 Place of jurisdiction, partial invalidity, applicable law
1. in business transactions with merchants who do not belong to § 4 HGB (German Commercial Code) and with legal entities under public law, the place of jurisdiction for all legal disputes arising from the contract, including actions on bills of exchange and checks, shall be the competent court at the registered office of Silent Power.
2. the law of the Federal Republic of Germany shall apply.
§ 12. severability clause
1. should individual provisions of these terms and conditions be or become void, ineffective or contestable, this shall not affect the validity of the remaining provisions. In place of an invalid provision, a valid provision that comes closest to what the parties intended shall be deemed to have been agreed. This applies accordingly to gaps that need to be filled.