§ 1 SCOPE OF APPLICATION AND CONTRACTING PARTIES
1.1 These General Terms and Conditions (hereinafter “GTC”) apply to all deliveries, services, and offers provided by Roland Schäfer Elektroakustik und Audiotechnik—commonly known in business as the “GGNTKT” brand – (hereinafter “Seller”) to business entities within the meaning of § 14 of the German Civil Code (BGB) (hereinafter “Buyer”). When concluding the respective legal transaction, the Buyer acts in the course of its commercial or self-employed professional activity.

1.2 These General Terms and Conditions apply exclusively. Any conflicting, deviating, or supplementary general terms and conditions of the buyer shall become part of this contract only if and to the extent that the seller has expressly agreed to their validity in writing. The seller’s silence regarding such terms and conditions shall not be deemed consent.

1.3 These General Terms and Conditions also apply to all future transactions with the buyer, provided that such transactions are of a similar nature, without the need for them to be expressly incorporated again.

1.4 For the purposes of these General Terms and Conditions, “business entities” also include legal entities under public law and special funds under public law. Consumer transactions are expressly excluded from the scope of these General Terms and Conditions.

§ 2 OFFERS, CONCLUSION OF CONTRACTS, AND PRODUCT CATALOGS
2.1 Offers made by the Seller are subject to change and non-binding, unless they are expressly designated as binding or specify a specific acceptance period.

2.2 A contract is not concluded until the seller confirms the buyer’s order in writing or in text form (order confirmation) or actually delivers the ordered goods.

2.3 Product descriptions, technical specifications, illustrations, and weight and dimension specifications in catalogs, price lists, promotional materials, or on the Seller’s website constitute statements of quality and do not constitute guarantees within the meaning of § 443 of the German Civil Code (BGB). The Seller reserves the right to make deviations customary in the trade as well as those resulting from production and design, provided they do not impair the product’s functionality or its agreed-upon intended use. A warranty requires an express written agreement and is not established merely by the use of advertising statements or technical specifications. In case of doubt, the specifications set forth in the order confirmation shall be decisive for the quality owed.

2.4 The Seller reserves the right to make technical modifications to products, provided that such modifications reflect technical progress, do not fall below the minimum technical specifications set forth in the order confirmation, and do not impose additional costs on the Buyer.

2.5 Samples and trial shipments do not entitle the recipient to future deliveries under the same terms and conditions.

2.6 Orders placed by the Buyer are binding and cannot be unilaterally canceled or modified after they have been submitted. An order may only be modified or canceled with the Seller’s express written consent. In the event of a cancellation accepted by the Seller, the Seller is entitled to invoice the Buyer for costs already incurred (in particular, material orders and planning expenses) as well as a cancellation fee of up to 15 percent of the net order value. The Buyer reserves the right to prove that the Seller incurred no damages or significantly lower damages.

§ 3 PRICES, PRICE ADJUSTMENTS, AND MINIMUM ORDER QUANTITIES
3.1 All prices are quoted in euros (€ / EUR), net, ex works from the Seller’s facility (EXW in accordance with the currently valid version of Incoterms), plus the value-added tax applicable by law at the time of delivery, unless a tax exemption applies.

3.2 Separate flat rates or actual costs will be charged for packaging, freight, insurance, and other incidental expenses. Details can be found in the Seller’s current price list.

3.3 The Seller reserves the right to adjust its prices appropriately at its reasonable discretion (Section 315 of the German Civil Code (BGB)) in the event of an increase in the costs of raw materials, materials, energy, or labor, provided that more than 60 days elapse between the conclusion of the contract and delivery. The buyer will be notified of price adjustments in writing in a timely manner. If the price adjustment exceeds 5 percent of the originally agreed-upon net order value of the affected item, the buyer is entitled to withdraw from the contract in writing within 10 business days of receiving the notice of price adjustment. Irrespective of the aforementioned 60-day limit, the seller is entitled to make a price adjustment if the relevant purchase costs for materials or components increase by more than 15 percent between the conclusion of the contract and delivery. In this case, the buyer also has the right to withdraw from the contract in writing within 10 business days of receiving the notice.

3.4 The minimum order quantities specified in the Seller’s current price list apply. If an order falls below the minimum order quantity, the Seller is entitled to charge a small-quantity surcharge.

3.5 Discounts, special terms, and volume-based pricing apply only if agreed upon in writing and do not establish any permanent entitlement for subsequent orders.

§ 4 TERMS OF PAYMENT, DOWN PAYMENT, DEFAULT, AND SETOFF
4.1 Upon conclusion of the contract, the buyer is obligated to make a down payment in the amount of 50 percent of the net order value as specified in the submitted offer, in the form of a partial invoice. The Seller is entitled to issue the partial invoice immediately upon receipt of the order confirmation or at a later date at its sole discretion. There is no obligation to issue the invoice immediately. The balance, amounting to the remaining 50 percent, is due upon delivery of the goods in the form of a final invoice. Both invoices are payable in accordance with Section 4.2.

4.2 Unless otherwise agreed in writing, invoices are payable without deduction within 14 days of the invoice date. If payment is made within 5 days, the seller grants a discount of 2 percent of the net invoice amount, provided there are no outstanding balances.

4.3 If the buyer defaults on payment, the seller is entitled to charge default interest at a rate of 9 percentage points above the applicable base interest rate in accordance with Section 247 of the German Civil Code (BGB). The seller reserves the right to assert further claims for damages.

4.4 Payments must be made exclusively by bank transfer. The relevant bank details (IBAN, BIC, financial institution) are specified on the Seller’s respective invoice. Cash payments are not permitted. A payment is not considered to have been made until the amount has been irrevocably credited to the Seller’s account specified on the invoice. Bank fees and transfer costs, particularly for international payments, shall be borne by the Buyer.

4.5 The buyer is entitled to set off claims only if the buyer’s counterclaims have been legally established, are undisputed, or have been expressly acknowledged by the seller. The buyer may exercise a right of retention only if the buyer’s counterclaim arises from the same contractual relationship.

4.6 If the buyer defaults on a payment, if there are indications of a significant deterioration in the buyer’s financial situation, if the buyer files a petition to initiate insolvency proceedings, or if such a petition is filed by a third party, the seller is entitled to declare all outstanding claims immediately due and to make further deliveries contingent upon advance payment or the provision of security.

§ 5 DELIVERY, DELIVERY TIMES, AND TRANSFER OF RISK
5.1 Delivery dates and delivery times are non-binding unless expressly agreed in writing as binding. The delivery period specified in the order confirmation begins no earlier than the business day on which the full receipt of the down payment pursuant to Section 4.1 in the Seller’s account is confirmed. Production shall commence exclusively upon receipt of the down payment; prior to receipt of the down payment, the Seller is under no obligation to commence production. Furthermore, binding delivery dates are contingent upon the timely receipt of complete and accurate order documentation.

5.2 If the buyer fails to make the down payment specified in Section 4.1 within the time limit set forth in Section 4.2, the seller is entitled, after setting a reasonable grace period of 10 business days, to withdraw from the contract and claim damages for nonperformance. Costs already incurred (e.g., material orders, planning expenses) may be billed to the buyer.

5.3 The Seller’s obligation to deliver is subject to the Seller receiving correct and timely delivery from its suppliers, provided that the Seller has entered into a corresponding hedging transaction. Delays due to force majeure or other disruptions beyond the Seller’s control entitle the Seller to extend the delivery period by the duration of the hindrance plus a reasonable start-up period. The following, in particular, shall be deemed force majeure or equivalent disruptions: natural events and natural disasters; war, armed conflicts, and terrorist attacks; strikes, lockouts, and other labor disputes, including those at upstream or downstream businesses; shortages in the supply of raw materials and energy; governmental measures, including embargoes, export restrictions, and official orders; pandemics, epidemics, and related government protective measures; cyberattacks, widespread IT infrastructure failures, and disruptions to public electricity, data, or transportation networks. The Seller shall immediately notify the Buyer in writing of the occurrence and the expected duration of such a disruption. If a disruption lasts longer than 8 weeks, the Seller is entitled to withdraw from the contract in whole or in part. In this case, any advance payments already made will be refunded immediately; further claims by the Buyer—in particular claims for damages due to non-performance—are excluded in this case.

5.4 If the Seller is in default of delivery, the Buyer is entitled to rescind the contract after setting a reasonable grace period of at least 4 weeks. Claims for damages due to the delay are limited to foreseeable damages typical for this type of contract, provided the delay is not due to willful misconduct or gross negligence on the part of the seller. Delays resulting from the late receipt of the down payment do not constitute a delay on the part of the seller.

5.5 Partial deliveries are permitted, provided they are reasonable for the buyer. Each partial delivery may be invoiced separately.

5.6 The risk of accidental loss or accidental deterioration of the goods passes to the buyer as soon as the seller has handed the goods over to the shipping agent, carrier, or any other person designated to carry out the shipment (sale by delivery, § 447 BGB). This applies even if the seller bears the shipping costs.

5.7 If the buyer arranges for pickup, the risk passes to the buyer or the buyer’s authorized representative upon delivery. If the buyer is in default of acceptance, this is deemed equivalent to a transfer of risk.

§ 6 PACKAGING, SHIPPING, AND TRANSPORT DAMAGE
6.1 The seller shall package the goods in accordance with standard commercial practice and in a manner suitable for transport. Packaging costs shall be billed to the buyer. Reusable packaging and pallets shall be billed separately and credited if returned in perfect condition within 90 days.

6.2 The buyer must immediately report any damage caused during transit that is visible upon delivery by the carrier and document it in writing (damage notation on the bill of lading/delivery note). Hidden damage must be reported in writing to the carrier and the seller within 7 business days of discovery. If the buyer fails to document the damage immediately upon delivery, the buyer bears the burden of proof that the damage occurred during transport and was not caused by subsequent events.

6.3 Transportation insurance will be purchased only at the express request of the buyer and at the buyer's expense.

§ 7 RETENTION OF TITLE
7.1 The Seller retains title to the delivered goods until all current and future claims arising from the business relationship with the Buyer have been paid in full (extended retention of title).

7.2 The buyer is entitled to resell the goods subject to retention of title in the ordinary course of business. As security, the buyer hereby assigns to the seller all claims against third parties arising from such resale—in the event of the simultaneous sale of third-party goods, in the proportion of the invoice value of the goods subject to retention of title to the total invoice amount. The seller accepts the assignment. The right to resell shall expire as soon as the buyer defaults on a payment due to the seller or there are concrete indications of imminent insolvency or bankruptcy on the part of the buyer; in such cases, the buyer is obligated to immediately store the goods subject to retention of title separately from the rest of its inventory and to inform the seller of the storage location upon request.

7.3 As long as the retention of title remains in effect, the buyer is prohibited from pledging or transferring ownership of the goods subject to retention of title as security. In the event of seizures or other interventions by third parties, the buyer must immediately notify the seller in writing and indicate the seller’s ownership.

7.4 If the buyer fails to meet its payment obligations, the seller is entitled to reclaim the goods subject to retention of title. The buyer must grant the seller access to its premises and surrender the goods.

7.5 Any processing or transformation of the goods subject to retention of title shall always be carried out on behalf of the Seller as the manufacturer within the meaning of § 950 of the German Civil Code (BGB). If the Buyer processes the goods subject to retention of title together with other items, the Seller shall acquire co-ownership of the new item in proportion to the invoice value of the goods subject to retention of title relative to the total value.

7.6 The buyer is obligated to insure the goods subject to retention of title at its own expense against customary risks—in particular fire, theft, water damage from pipes, and other natural hazards—in an adequate amount and to provide the seller with proof of such insurance upon request. As a precautionary measure, the buyer hereby assigns to the seller any claims for compensation against the insurer with respect to the goods subject to retention of title; the seller accepts such assignment.

§ 8 BUYER’S OBLIGATION TO INSPECT AND NOTIFY OF DEFECTS
8.1 The buyer is obligated to carefully inspect the goods immediately upon receipt (§ 377 HGB). Obvious defects, shortages, or incorrect deliveries must be reported in writing within 5 business days of receipt of the goods.

8.2 Hidden defects that were not immediately apparent upon proper inspection must be reported in writing within 5 business days of their discovery, but no later than the expiration of the warranty period specified in Section 9.1.1. Claims made after the warranty period has expired are excluded.

8.3 The notice of defect must include a detailed description of the defect in question, photos/documentation, the item number, the delivery note number, and the number of affected units.

8.4 If a complaint is not filed within the specified time limit, the goods shall be deemed accepted with respect to the relevant defect, and warranty claims are excluded in this regard.

§ 9 LIABILITY FOR DEFECTS (WARRANTY AGAINST DEFECTS)

The seller’s liability for defects is governed by Sections 434 et seq. of the German Civil Code (BGB) as well as the following provisions, which take precedence as special provisions applicable to merchants.

9.1 Warranty Period
9.1.1 The warranty period for material defects is 12 months from delivery (transfer of risk). The statutory limitation period of 2 years pursuant to Section 438(1)(3) of the German Civil Code (BGB) is hereby reduced to 12 months, to the extent permitted by law. Remedial measures are provided as a gesture of goodwill without acknowledgment of any legal obligation; an acknowledgment within the meaning of Section 212(1)(1) of the German Civil Code (BGB) exists only if the seller expressly declares it in writing. The mere performance of a repair or replacement does not, in and of itself, trigger a new commencement of the statute of limitations.

9.1.2 The shortening of the warranty period does not apply to claims arising from injury to life, body, or health; to damages caused by willful misconduct or gross negligence; or to defects that were fraudulently concealed.

9.1.3 The buyer bears the burden of proof that a reported defect already existed at the time of the transfer of risk pursuant to Section 5.6. There is no reversal of the burden of proof in favor of the buyer. Section 477 of the German Civil Code (BGB), which provides for a reversal of the burden of proof in favor of consumers, does not apply to this B2B business relationship.

9.2 Type of Rectification
9.2.1 In the event of a valid claim for a material defect, the buyer is initially entitled to rectification. The seller is entitled to choose the form of remedy (repair or replacement) at its own discretion. As long as claims for defects are being asserted, the buyer is obligated to keep the defective goods available and may not sell, process, or use them for any other purpose to the extent that this would impede the performance of the remedy.

9.2.2 The buyer must grant the seller a reasonable period of at least 4 weeks to perform the remedial action.

9.2.3 If the remedy fails after two attempts or if it is unreasonable for the buyer to accept it, the buyer may demand a reduction in the purchase price or—provided the defect is not minor—withdraw from the contract. In the event of rescission, the buyer is obligated to pay the seller reasonable compensation for the actual period of use of the goods, calculated on the basis of the pro-rata purchase price in relation to the typical technical service life of comparable products according to the current state of the art.

9.2.4 The place of subsequent performance shall be the Seller’s place of business, unless mandatory statutory provisions, the nature of the subsequent performance, or the fact that returning the goods would be objectively unreasonable for the Buyer (in particular in the case of permanently installed products such as ceiling speakers, in-wall installations, or integrated sound systems) require otherwise. In cases where returning the goods is objectively unreasonable, the parties shall mutually agree on an alternative location for subsequent performance; if such an agreement cannot be reached within a reasonable period of time, the seller shall determine the location for subsequent performance, taking the buyer’s interests into reasonable consideration. The buyer is obligated to ship the defective goods at their own expense and risk to the place of subsequent performance designated by the seller, unless the return is objectively unreasonable as defined above. The seller shall bear the shipping costs for returning the repaired or replaced goods to the buyer, provided that the notice of defect was justified.

9.3 Costs of Subsequent Performance
9.3.1 The Seller shall bear the expenses necessary for subsequent performance, in particular transportation, travel, and material costs for the replacement delivery or repair, provided that these costs are not increased by the fact that the goods were moved to a location other than the original place of delivery.

9.3.2 Any claim by the buyer for reimbursement of expenses pursuant to § 439(3) of the German Civil Code (BGB)—in particular, costs for the removal and installation of defective goods or goods delivered as replacements—is completely and expressly excluded within the scope of this B2B business relationship, provided that the seller is not responsible for the material defect. Liability is governed by Sections 276 and 278 of the German Civil Code (BGB). This exclusion applies regardless of whether the buyer performs the work itself or has it performed by third parties. In the case of material defects caused by slight negligence, reimbursement is limited to a maximum of 50 percent of the net purchase price paid by the buyer to the seller for the affected product unit. In cases of willful misconduct or gross negligence, the statutory provisions apply without restriction.

9.3.3 Non-reimbursable costs include, in particular: wages and labor costs for the Buyer’s own employees; costs for contracted tradespeople, plumbers, or electrical contractors; costs for the removal and reinstallation of built-in speakers, ceiling speakers, in-wall installations, or integrated sound systems; costs for restoring walls, ceilings, or other building components; as well as indirect consequential costs such as loss of production or lost profits. The buyer must provide appropriate documentation to substantiate the costs incurred (time sheets, contractors’ invoices). Lump-sum invoices or self-calculated amounts without itemized documentation will not be accepted.

9.3.4 The exclusion set forth in Sections 9.3.2 and 9.3.3 does not apply to the extent that the buyer is, in turn, obligated to reimburse a consumer for installation and removal costs and, in this respect, the conditions for contractor recourse under § 478 of the German Civil Code (BGB) are met. In this case, the allocation of costs is governed exclusively by the provisions of Section 9.5 of these General Terms and Conditions, which conclusively regulate the procedure and the amount of the recourse claim.

9.3.5 Returns of defective goods require prior return authorization (RMA number) from the seller. Goods returned unilaterally without an RMA number will be returned at the buyer’s expense. The RMA number must be clearly displayed on the outside of the package.

9.3.6 Travel expenses, hotel costs, and other expense reimbursements for service calls will be reimbursed only if they have been approved in writing in advance by the Seller and the defects clearly fall within the Seller’s area of responsibility.

9.4 Exclusion of Liability for Defects
9.4.1 Liability for defects is excluded for damages resulting from improper handling, incorrect assembly, faulty installation, excessive use beyond the technical specifications, or from interference by the buyer or third parties.

9.4.2 No warranty claims apply in cases of normal wear and tear, damage caused by external factors (moisture, heat, mechanical damage), the use of unauthorized accessories or replacement parts, or improper storage.

9.4.3 Any breach of the duty to inspect and give notice of defects pursuant to Section 8 of these General Terms and Conditions precludes claims for defects.

9.4.4 If the buyer specifies a technical specification, the seller’s liability is limited to compliance with that specification. In this case, the seller assumes no liability for the suitability of the goods for a particular purpose.

9.5 Buyer’s Right of Recourse (§ 478 BGB) – Procedure and Limitation of Costs
9.5.1 The buyer’s rights of recourse against the seller pursuant to §§ 478, 479 BGB (recourse of the business operator) remain unaffected in principle, provided that the buyer is obligated to a consumer to provide subsequent performance, including bearing the costs of installation and removal pursuant to § 439(3) BGB, and this is based on a defect that already existed at the time of the transfer of risk from the seller to the buyer. Any deviating contractual provisions that would exclude this right of recourse in principle are not agreed upon pursuant to § 478(4) BGB.

9.5.2 As a mandatory prerequisite for any claim for recourse under Section 478 of the German Civil Code (BGB), the buyer must notify the seller in writing without delay, no later than 5 business days after receiving the consumer’s complaint. The notification must include: (a) the description of the affected product, including the serial number and date of purchase; (b) a specific description of the defect and the consumer’s complaint; (c) the scope of the remedy requested by the consumer; (d) the end customer’s address; and (e) photographs or other evidence of the defect. If this notification is not provided or is provided late, the right of recourse for costs incurred up to the time of proper notification shall lapse.

9.5.3 Upon receipt of the notification, the Seller has the right, within 5 business days, to handle the consumer complaint itself or to commission an authorized service partner. If the Seller exercises this right, the Buyer forfeits any independent right of recourse with respect to the complaint in question. In this case, the buyer must accept the seller’s handling of the matter and grant the service partner the necessary access.

9.5.4 If the Seller does not exercise its right under Section 9.5.3, the Buyer may carry out the subsequent performance itself or have it carried out by a third party. Reimbursable costs are limited exclusively to: (a) documented labor costs based on hourly rates agreed upon in writing in advance, but not exceeding the customary market prices for comparable services in the respective region; (b) actual material costs incurred, for which receipts must be provided; (c) documented travel expenses in the amount of the tax-deductible mileage allowance. Lump-sum invoices, self-calculated amounts without itemized receipts, and imputed labor costs will not be accepted.

9.5.5 The total reimbursable amount for installation and removal costs through recourse is limited to 150% of the net purchase price paid by the buyer to the seller for the affected product unit (maximum liability amount). The maximum liability amount applies per claim and per product unit and cannot be aggregated for multiple units of the same type.

9.5.6 The buyer is obligated to fully document and report the recourse claim against the consumer to the seller within 6 months after the completion of the subsequent performance, in order to enable a timely review and resolution. The statutory rules on the statute of limitations and suspension of the statute of limitations pursuant to Sections 445b and 478 of the German Civil Code (BGB) remain unaffected. Claims for recourse filed late will be processed provided that the delay does not significantly impair the Seller’s ability to defend against the claim; in such a case, the Buyer bears the burden of proof that no such impairment has occurred. Upon the seller’s request, the buyer must prove that it has in fact made performance to the consumer based on Section 439(3) of the German Civil Code (BGB).

§ 10 MANUFACTURER’S WARRANTY
10.1 The Seller provides a manufacturer’s warranty for its products. The content, scope, and terms are set forth in the respective warranty terms, which are available on the Seller’s website—currently at www.ggntkt.de/garantie/ —or may be requested directly from the Seller.

10.2 The manufacturer's warranty applies exclusively to defects resulting from material or manufacturing defects. Normal wear and tear and damage caused by external factors or improper use are excluded from the warranty.

10.3 The manufacturer’s warranty is in addition to the statutory warranty and does not affect the buyer’s rights under the warranty for defects as set forth in Section 9 of these Terms and Conditions.

§ 11 LIMITATION OF LIABILITY, COMPENSATION FOR DAMAGES AND CONSEQUENTIAL DAMAGES
11.1 The Seller shall be liable to the Buyer for compensation for damages and reimbursement of expenses—regardless of the legal basis, in particular arising from or in connection with material defects or defects of title pursuant to §§ 434 et seq. BGB, from a breach of duty pursuant to §§ 280, 281, 283 of the German Civil Code (BGB), and from default pursuant to § 286 of the German Civil Code (BGB)—only in the cases specified below. Outside of these cases, the Seller’s liability is excluded.

11.2 Liability shall exist exclusively: (a) in the event of willful misconduct or gross negligence on the part of the Seller or its agents; (b) in the event of a breach of essential contractual obligations (cardinal obligations) due to slight negligence, i.e., obligations whose fulfillment is essential for the proper performance of the contract and on whose compliance the buyer may reasonably rely; (c) in the mandatory statutory exceptions specified in Section 11.4.

11.3 To the extent that liability under Section 11.2(b) is based on a breach of material obligations due to slight negligence, the amount of such liability is limited to the damages that were typically foreseeable at the time the contract was concluded. Any further damages that were not foreseeable at the time the contract was concluded are not compensable, even in the context of a breach of a material obligation.

11.3a In all other respects, the Seller’s liability arising from a contractual relationship—regardless of the legal basis—is limited in amount to the net order value of the relevant order. This liability cap does not apply to liability arising from a breach of a fundamental obligation pursuant to Section 11.3, for which only the typically foreseeable damage serves as the upper limit, nor does it apply to the exceptional cases exhaustively listed in Section 11.4.

11.4 The foregoing limitations of liability do not apply to: (a) claims under the Product Liability Act (ProdHaftG); (b) damages resulting from injury to life, body, or health; (c) defects fraudulently concealed; (d) the assumption of an express warranty of quality pursuant to § 443 BGB.

11.5 Consequential damages arising from defects, as well as other indirect damages, are excluded unless expressly permitted in Sections 11.2 and 11.4. This applies in particular to: (a) claims for damages in lieu of performance pursuant to Sections 280(1) and (3) and 281 of the German Civil Code (BGB); (b) claims for impossibility of performance pursuant to Sections 280(1) and (3) and 283 of the German Civil Code (BGB); (c) claims for reimbursement of futile expenditures pursuant to Section 284 of the German Civil Code (BGB), in particular costs for advertising measures, warehouse investments, and assembly or installation costs that the buyer incurred in reliance on the defect-free delivery; (d) lost profits pursuant to § 252 BGB; (e) production downtime, business interruptions, or loss of revenue; (f) claims by third parties that the Buyer assigns to the Seller (with the exception of contractor’s recourse pursuant to § 478 BGB, which is conclusively governed by Section 9.5).

11.6 Unless longer periods are required by law, the buyer’s claims for damages shall be barred by the statute of limitations within 12 months from the date on which the buyer became aware of the circumstances giving rise to the claim or should have become aware of them had it not been for gross negligence. The shortened statute of limitations does not apply to claims under Section 11.4.

11.7 To the extent that the Seller’s liability is not excluded, any contributory negligence on the part of the Buyer shall be taken into account in reducing the claim in accordance with § 254 of the German Civil Code (BGB). In particular, the Buyer is obligated to minimize damages as much as possible (duty to mitigate damages).

11.8 To the extent that the Seller’s liability is excluded or limited, this shall apply equally to the personal liability of the Seller’s legal representatives, employees, workers, agents, and vicarious agents.

§ 12 RETURNS AND RETURN MANAGEMENT
12.1 Goods that are free of defects will generally not be accepted for return. Exceptions require the Seller’s written consent.

12.2 Authorized returns of non-defective goods are permitted only in the original packaging, in perfect condition, and within the time limit set by the seller. The seller is entitled to charge a restocking fee of up to 20 percent of the net invoice value. The buyer reserves the right to prove that the seller incurred no expenses or only significantly lower expenses.

12.3 Section 9 of these Terms and Conditions applies to returns of defective goods under the warranty for defects. Returns always require a valid RMA number.

12.4 The buyer is responsible for the return shipping costs for authorized returns of defect-free items. For justified returns due to defects, the seller is responsible for the return shipping costs.

§ 13 INTELLECTUAL PROPERTY RIGHTS, TRADEMARKS, DISTRIBUTION RESTRICTIONS, AND COMPLIANCE
13.1 The Buyer is obligated to distribute the Seller’s products under the registered trademark designations and product names. Any alteration to product labeling—in particular, the removal or overwriting of serial numbers, manufacturer logos, or CE markings—is prohibited.

13.2 Without the Seller’s express written consent, the Buyer is not authorized to market the Seller’s products under any name other than that authorized by the Seller (prohibition on white labeling).

13.3 The buyer is not permitted to engage in active sales efforts (in particular, targeted advertising, direct solicitation of customers, or the opening of branch offices) in geographic markets for which the seller has not provided express written authorization. Passive sales to customers from unassigned territories who contact the buyer unsolicited remain permissible in accordance with the provisions of the Vertical Block Exemption Regulation 2022.

13.4 The Buyer must obtain the Seller’s express written consent to offer or sell the Seller’s products through third-party online marketplaces—in particular Amazon (Marketplace), eBay, Kleinanzeigen.de, audio-markt.de, or similar platforms. This provision does not apply to the operation of the Buyer’s own online store. The Seller may make such consent contingent upon compliance with certain quality and presentation standards.

13.5 Technical documentation, drawings, samples, and other information provided by the Seller must be treated as confidential and may not be disclosed to third parties without the Seller’s consent.

13.6 The Buyer agrees to comply with all export control and sanctions regulations applicable to the Buyer and the delivered products, in particular the applicable regulations of the European Union (including the EU Dual-Use Regulation and the EU Financial Sanctions Lists), those of the Federal Republic of Germany (AWG/AWV), and—where applicable—U.S. re-export control laws (EAR, OFAC). In the event of onward delivery of the products to third parties, particularly to third countries, the Buyer shall ensure, at its own risk, that there are no violations of embargoes, sanctions lists, or licensing requirements. The buyer shall indemnify the seller against all third-party claims and governmental sanctions resulting from a breach of these obligations for which the buyer is responsible. The buyer further undertakes to comply with applicable anti-corruption and anti-money laundering regulations and shall not take any actions that expose the seller to a corresponding legal risk.

§ 14 DATA PROTECTION
14.1 The Seller processes the Buyer’s personal data exclusively for the purpose of contract fulfillment and in accordance with applicable data protection laws, in particular the GDPR and the BDSG. Details are set forth in the Seller’s Privacy Policy.

14.2 The Seller may cite the Buyer’s trade name and business sector as a reference in marketing materials, provided that this is done on the basis of legitimate interests pursuant to Article 6(1)(f) of the GDPR and the Buyer’s interests do not override those interests. The Buyer may object in writing to the use of its data for this purpose at any time; upon receipt of the objection, such use shall be discontinued immediately.

§ 15 FINAL PROVISIONS
15.1 The laws of the Federal Republic of Germany shall apply, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

15.2 The exclusive venue for all disputes arising out of or in connection with the contractual relationship shall be the Seller’s place of business, provided that the Buyer is a merchant, a legal entity under public law, or a special fund under public law. However, the Seller is also entitled to bring an action in the Buyer’s general venue.

15.3 Any amendments or additions to these General Terms and Conditions or to the individual contracts must be made in writing or in text form (Section 126b of the German Civil Code (BGB)). This also applies to the waiver of this formal requirement itself.

15.4 The buyer is not entitled to assign claims arising from the contractual relationship to third parties without the seller’s prior written consent. Section 354a of the German Commercial Code (HGB) remains unaffected.

15.5 Should any provision of these General Terms and Conditions be or become invalid, the validity of the remaining provisions shall remain unaffected. The invalid provision shall be replaced by a provision permitted by law that most closely approximates the economic purpose of the invalid provision.

15.6 These Terms and Conditions supersede all previous terms and conditions between the Seller and the Buyer.

15.7 These Terms and Conditions are written in German. Translations into other languages are provided solely for informational purposes and are not legally binding. In the event of any contradictions, differences in interpretation, or ambiguities between the language versions, the German version shall be the sole authoritative version.