Terms of service

§ 1. Validity of the Terms and Conditions of Business and Payment
With the exception of the provision under section 10 below, Silent Power's offers, deliveries, and services are provided exclusively on the basis of these Terms and Conditions of Business and Payment. The version valid at the time of conclusion of the contract 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. Ancillary agreements, amendments, and supplements, as well as deviating, conflicting, or supplementary general terms and conditions, are only effective with our written confirmation. Our sales staff is not authorized to make any commitments.

 

§ 2. General information / Conclusion of contract
1. Offers made by Silent Power are subject to change. The customer only makes a binding contract offer when placing an order. The purchase contract is concluded as soon as Silent Power has confirmed acceptance of the order in writing within 3 working days. Silent Power is entitled to refuse acceptance of 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 deliver or to deliver only partially in the event of incorrect or improper delivery to itself. In this case, the customer will be informed immediately and any payment already made will be refunded.

3. In the event of the conclusion of an online contract, Silent Power will store the contract text and send it to the customer by email together with the legally binding terms and conditions.

 

§ 3. Prices and terms of payment
1. The list prices at the time of order acceptance apply. If these differ from the list prices at the time of ordering, Silent Power will submit an offer to the customer with the changed conditions.

2. Prices do not include shipping costs, software, separate accessories, installations, training, and other ancillary services, unless otherwise agreed in writing.

3. Invoices are due immediately and payable without deduction. A payment is only considered to have been made when it has been credited to one of Silent Power's specified accounts. In the event of late payment, Silent Power is entitled to charge interest on arrears at a rate of 8% above the respective base rate. Bills of exchange or checks are only accepted by agreement and are only considered payment once they have been cashed. Discount and collection charges are 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 fulfilling the contract or compensating 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 at its premises, at a forwarding agent, or at 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 if his counterclaim is based on the same contractual relationship. Offsetting by the buyer is excluded unless the customer's counterclaims have been legally established or recognized by us.

 

§ 4. Delivery period
1. The agreed delivery period begins on the date the order is accepted.

2. If information and/or documents from the customer are necessary for the execution of the order, the delivery period begins on the date Silent Power receives this information and/or documents.

3. Silent Power shall not be responsible for delivery delays caused by legal or official orders (e.g., import and export restrictions). In important cases, we will inform the customer of the beginning and end of such obstacles as soon as possible.

 

§ 5. Delivery, shipping, transfer of risk
1. Partial deliveries are considered separate deliveries in terms of payment obligations, transfer of risk, and warranty obligations.

2. The shipping method, shipping route, and shipping company are 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 all claims arising from an ongoing business relationship have been paid in full. If the customer acts in breach of contract, in particular in the event of default in 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 to or loss of the goods, the customer must notify Silent Power immediately in writing. The customer must also notify Silent Power immediately of any change in ownership of the goods.

3. Any processing or transformation of the goods by the customer shall always be carried out on behalf of 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 proportion to 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, the customer hereby assigns to Silent Power all claims against its customers or third parties arising from the resale in the amount invoiced to such persons. The assignment is accepted by Silent Power. At the same time, the customer is authorized to collect the invoice amount from its buyer or the third party. If the customer defaults on its payments to Silent Power, Silent Power reserves the right to collect the invoice amount itself.

 

§ 7. Warranty / Disclaimer
1. We guarantee that the delivered items are free of defects in accordance with the current state of technology for a period of two years from delivery to the customer. Liability for normal wear and tear is excluded. Any liability on the part of Silent Power under the Product Liability Act remains unaffected by this.

2. Silent Power does not assume any warranty for defects and damage resulting from unsuitable or improper use, failure to observe application instructions, or faulty or negligent handling on the part of the customer. This applies in particular to the operation of the items with the wrong type or voltage of electricity, as well as connection to unsuitable power sources. The same applies to defects and damage caused by fire, lightning, explosion, or mains-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 shall expire 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 not authorized by Silent Power, unless the customer can prove that these circumstances are not the cause of the reported defect.

4. Obvious defects must be reported in writing immediately, at the latest within one week of receipt of the goods; otherwise, all claims for defects are excluded. 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 lies with the customer.

5. If the purchased item is defective, Silent Power is entitled to choose between remedying the defect or providing a replacement delivery. In order to prevent data loss as a result of repairs or defects in the goods, we recommend that you perform regular data backups, as liability for such consequential damage is excluded. This exclusion of liability does not apply in cases of intentional or grossly negligent causation by Silent Power.

6. If Silent Power is unwilling or unable to provide replacement deliveries, if the replacement delivery or rectification of defects fails at least once, or if replacement delivery or rectification of defects is unreasonable for the customer, the customer is entitled, at their discretion, to
a) withdraw from the contract, provided that the defects are not minor,
b) demand a reasonable reduction in the purchase price, or
c) demand compensation. In the event of claims for compensation, the following limitations of liability shall apply.

7. Unless otherwise expressly agreed, Silent Power shall not be liable for slightly negligent breaches of insignificant contractual obligations. In particular, Silent Power shall not be liable for damage that did not occur directly to the delivery item; in particular, we shall not be liable for lost profits or other financial losses incurred by the customer. The exclusion of liability does not apply if the damage is based on intent, gross negligence, or the absence of a guaranteed characteristic, breach of essential contractual obligations, delay in performance, impossibility, or claims under Sections 1 and 4 of the Product Liability Act. We are not liable for the restoration 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 on the part of the customer.

9. Warranty claims shall be handled in accordance with the instructions in the current return and service information from Silent Power enclosed with each delivery.

 

§ 8. Withdrawal and compensation for orders not fulfilled
1. Silent Power shall be entitled to withdraw from the contract with immediate effect if Silent Power becomes aware of a suspension of payments, the opening of bankruptcy or judicial composition proceedings, the rejection of bankruptcy due to lack of assets, bill or check protests, or other concrete indications of a 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 minimum compensation of 10% of the purchase price for expenses incurred and lost profits.

 

§ 9. Software, literature
1. In addition to the terms and conditions, the manufacturer's special license and other conditions apply to the delivery of software. By accepting the software, the buyer expressly acknowledges their validity.


§ 10. Use of customer data
1. The provisions of the Federal Data Protection Act are complied with.

 

§ 11. Place of jurisdiction, severability clause, applicable law
1. In business transactions with merchants who are not commercial operators as defined in § 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 court responsible for Silent Power's registered office.

2. The law of the Federal Republic of Germany shall apply.


§ 12. Severability clause
1. Should individual provisions in 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 ineffective provision, an effective provision shall be deemed to have been agreed that comes closest to the intention of the parties. This shall apply accordingly to any gaps that need to be filled.