Terms of service
Version: 18 July 2026
1. Supplier
These General Terms and Conditions apply to supplies made by:
Ceratec Audio Design GmbH
Registered office: Straubingerstrasse 5, 28219 Bremen, Germany
Business premises, production and collection address:
Walter-Bertelsmann-Weg 2, 27726 Worpswede, Germany
Managing Director: Ulrich Ranke
Commercial Register: Local Court of Bremen, HRB 19153
VAT Identification Number: DE 203341909
WEEE Registration Number: DE 72568180
Telephone: +49 (0) 4792 9557080
Email: info@cerasonar.de
Ceratec Audio Design GmbH is referred to below as the “Seller”.
2. Scope and business-customer restriction
2.1 These General Terms and Conditions, referred to below as the “Terms”, apply to all quotations, orders, sales, deliveries and other contractual relationships between the Seller and its customers concerning products and related services marketed under the cerasonar brand.
2.2 The Seller supplies exclusively to:
a. entrepreneurs within the meaning of section 14 of the German Civil Code (Bürgerliches Gesetzbuch – “BGB”);
b. legal entities under public law; and
c. special funds under public law.
2.3 The Seller’s website, online shop, dealer portal and ordering facilities are not directed at consumers within the meaning of section 13 BGB.
2.4 By registering for a dealer account, requesting access to dealer resources, submitting an order or entering into a contract with the Seller, the customer confirms that it is acting exclusively in the course of its commercial or independent professional activity.
2.5 The Seller may request reasonable evidence of the customer’s business status, including:
a. an extract from a commercial or company register;
b. a business registration certificate;
c. a valid VAT identification number;
d. evidence of professional activity; or
e. equivalent documentation issued in another country.
2.6 The Seller does not accept orders from consumers. If the Seller becomes aware that a customer is acting as a consumer, the Seller may reject or cancel the order and refund any payment already received.
2.7 These Terms also apply to future transactions between the Seller and the customer without the Seller having to refer to them again, provided that the customer has previously received or accepted them.
2.8 The customer’s own general terms and conditions do not apply unless the Seller has expressly accepted them in text form.
2.9 These Terms apply even where the Seller performs a delivery without expressly objecting to conflicting or additional terms submitted by the customer.
2.10 Individually negotiated agreements and the Seller’s written order confirmation take precedence over these Terms.
2.11 A separate dealer, distributor, territory, project or framework agreement takes precedence where and to the extent that it contains provisions that conflict with these Terms.
3. Definitions
For the purposes of these Terms:
3.1 “Customer” means the business customer purchasing products or services from the Seller.
3.2 “Products” means products, components, accessories, software, firmware, DSP presets, documentation and other goods supplied by the Seller.
3.3 “Order Confirmation” means the Seller’s express acceptance of an order in text form.
3.4 “Text Form” includes a readable declaration provided on a durable medium, including email.
3.5 “Business Day” means Monday to Friday, excluding public holidays observed at the Seller’s business premises in Worpswede, Germany.
3.6 “Incoterms® 2020” means the Incoterms® rules published by the International Chamber of Commerce and effective from 1 January 2020.
4. Product information and quotations
4.1 Product presentations, website content, catalogues, price lists, drawings, illustrations, acoustic data, application examples, technical specifications and other information do not constitute binding offers unless expressly identified as binding.
4.2 A quotation issued by the Seller is non-binding unless expressly stated otherwise.
4.3 If a quotation specifies a validity period, it may be accepted only within that period.
4.4 If no validity period is specified, the quotation is valid for 30 calendar days from its date unless withdrawn earlier.
4.5 Technical specifications, dimensions, weights, tolerances, frequency ranges, performance data, colours, surface appearances and illustrations are approximate unless expressly confirmed as binding in the Order Confirmation.
4.6 Minor and commercially reasonable deviations do not constitute a defect where they:
a. result from production or material tolerances;
b. are customary in the industry;
c. result from product development or component availability; and
d. do not materially impair the expressly agreed use of the Product.
4.7 The Seller may make reasonable technical, construction or design changes resulting from:
a. product development;
b. changes in components or suppliers;
c. legal or regulatory requirements;
d. safety requirements; or
e. production improvements,
provided that the agreed functionality and suitability are not materially impaired.
4.8 Application examples, acoustic calculations, drawings, system recommendations, product-finder results and configuration suggestions are planning aids only.
4.9 Unless expressly agreed otherwise, such information does not constitute:
a. a guarantee of a particular acoustic result;
b. structural planning;
c. electrical planning;
d. fire-safety planning;
e. approval planning; or
f. confirmation that a Product is suitable for a particular country, building or installation.
4.10 The customer remains responsible for project-specific verification by appropriately qualified professionals.
5. Conclusion of contract
5.1 An order placed by the customer constitutes a binding offer to purchase the Products specified in the order.
5.2 An automated acknowledgement that an electronic order has been received does not constitute acceptance of the order.
5.3 A contract is concluded when the Seller:
a. sends an express Order Confirmation;
b. issues an invoice requesting payment;
c. makes the Products available for collection;
d. dispatches the Products where dispatch has been separately agreed; or
e. otherwise expressly confirms acceptance.
5.4 Unless otherwise stated, the Seller may accept the customer’s order within five Business Days after receipt.
5.5 The Seller may accept an order in whole or in part.
5.6 If the Seller does not accept the order, any advance payment made for the rejected portion of the order will be refunded without undue delay.
5.7 The customer must check the Order Confirmation immediately.
5.8 Any discrepancy between the customer’s order and the Order Confirmation must be reported in Text Form without undue delay.
5.9 The Seller stores contractual documentation in accordance with applicable legal retention obligations.
5.10 The customer is responsible for saving or printing:
a. its order;
b. the Order Confirmation;
c. the invoice; and
d. the version of these Terms applicable when the order was placed.
5.11 The contract language is English unless the parties expressly agree otherwise.
6. Prices, taxes and ancillary costs
6.1 Unless otherwise stated, all prices are net prices in euros and exclude statutory value-added tax.
6.2 Value-added tax will be charged where legally required.
6.3 The application of a tax exemption for an intra-Community supply, export supply or other tax-exempt transaction is subject to the customer providing all information and documentation required under applicable tax law.
6.4 The customer must promptly notify the Seller of any change concerning:
a. its company details;
b. its billing or delivery address;
c. its VAT identification number;
d. its tax status;
e. the intended destination of the Products; or
f. the export or import status of the transaction.
6.5 Unless otherwise expressly agreed in the Order Confirmation, all deliveries are made:
EXW Ceratec Audio Design GmbH, Walter-Bertelsmann-Weg 2, 27726 Worpswede, Germany, Incoterms® 2020.
6.6 Unless otherwise expressly agreed, prices include standard commercial packaging suitable for collection at the named EXW place.
6.7 Unless otherwise expressly agreed, prices exclude:
a. loading costs;
b. collection costs;
c. freight and transport costs;
d. transport or cargo insurance;
e. export, transit and import clearance costs;
f. customs duties and import taxes;
g. local taxes, levies and registration charges;
h. inspection and certification costs required in the destination country;
i. bank and currency-conversion charges;
j. installation and commissioning; and
k. project-specific planning or engineering services.
6.8 The customer is responsible, at its own cost and risk, for:
a. arranging collection;
b. selecting and instructing the carrier;
c. providing a suitable vehicle;
d. providing suitable loading equipment;
e. loading the Products;
f. arranging carriage and insurance;
g. completing export, transit and import formalities to the extent legally possible;
h. obtaining licences, registrations and authorisations; and
i. paying all costs arising after delivery under the agreed EXW term.
6.9 If applicable law requires the Seller, or another person established in the European Union, to participate in an export or customs procedure, the customer must provide all required information and documentation without undue delay.
6.10 Assistance provided by the Seller concerning transport, collection, export, customs or documentation:
a. is provided on behalf of the customer;
b. is provided at the customer’s cost and risk;
c. does not oblige the Seller to arrange carriage; and
d. does not change the agreed EXW delivery term unless expressly agreed in Text Form.
6.11 The customer must provide the Seller with satisfactory evidence of:
a. collection;
b. arrival in another EU Member State;
c. export from the European Union; or
d. another tax-relevant movement of the Products,
where that evidence is required for tax, customs, export-control or accounting purposes.
6.12 If the customer fails to provide evidence required for a tax exemption, the Seller may subsequently charge:
a. the applicable German value-added tax;
b. interest or charges imposed by tax authorities; and
c. reasonable costs incurred as a result of the missing evidence,
provided that the Seller is not itself responsible for the failure.
7. Payment
7.1 The payment terms stated in the quotation, dealer agreement, Order Confirmation or invoice apply.
7.2 If no specific payment term has been agreed, the full purchase price is due immediately upon receipt of the invoice and must be paid without deduction.
7.3 The Seller may require:
a. full advance payment;
b. a deposit;
c. a confirmed letter of credit;
d. credit-card payment;
e. direct bank transfer; or
f. another appropriate form of security.
7.4 The Seller may require advance payment or security particularly for:
a. first orders;
b. customised Products;
c. made-to-order Products;
d. international orders;
e. high-value project orders; or
f. customers whose creditworthiness has not been established.
7.5 Payment is deemed made only when the amount is irrevocably credited to the Seller’s designated account.
7.6 The customer bears its own bank charges and any charges imposed by intermediary or correspondent banks.
7.7 The customer may set off claims only where its counterclaim:
a. is undisputed;
b. has been finally established by a court; or
c. arises from the same contractual relationship.
7.8 The customer may exercise a right of retention only in respect of claims arising from the same contractual relationship.
7.9 In the event of late payment, the Seller may charge:
a. statutory default interest applicable to transactions in which no consumer is involved;
b. the statutory default-payment lump sum where applicable; and
c. any further proven loss caused by the delay.
7.10 If the customer is in default, the Seller may suspend outstanding performance after notifying the customer.
7.11 If:
a. insolvency proceedings are applied for or opened concerning the customer;
b. the customer ceases payments;
c. enforcement measures against the customer are unsuccessful; or
d. circumstances arise that reasonably cast doubt on the customer’s ability to pay,
the Seller may, to the extent legally permissible:
a. require advance payment or additional security;
b. suspend outstanding deliveries;
c. revoke agreed credit terms;
d. declare outstanding amounts immediately due; and
e. withdraw from unperformed contracts after setting a reasonable deadline where required by law.
8. Availability, delivery periods and collection
8.1 Delivery dates and delivery periods are non-binding estimates unless expressly identified as fixed or binding in the Order Confirmation.
8.2 A delivery period begins only after:
a. all technical and commercial questions have been clarified;
b. the customer has provided all required documents, approvals and specifications;
c. any agreed advance payment or security has been received; and
d. the customer has fulfilled its other cooperation obligations.
8.3 The Seller may make reasonable partial deliveries available for collection and issue corresponding partial invoices unless a partial delivery would be unreasonable for the customer.
8.4 Delivery under the agreed EXW term is completed by placing the properly packaged Products at the customer’s disposal at:
Ceratec Audio Design GmbH
Walter-Bertelsmann-Weg 2
27726 Worpswede
Germany
on the agreed date or within the agreed delivery period.
8.5 The Seller will notify the customer when the Products are ready for collection.
8.6 Unless otherwise agreed, the customer must collect the Products within five Business Days after receiving the collection notice.
8.7 The customer must coordinate the collection date and time with the Seller in advance.
8.8 Collection is permitted only during the collection or business hours communicated by the Seller.
8.9 The customer must ensure that:
a. the carrier has the correct collection reference;
b. the collecting person is authorised;
c. the vehicle is suitable for the Products;
d. the vehicle has sufficient load capacity;
e. all legally required load-securing equipment is available; and
f. all necessary customs and transport documents have been prepared.
8.10 The Seller is not responsible for selecting, instructing, supervising or controlling a carrier appointed by the customer.
8.11 If the customer fails to collect the Products within the agreed period, the Seller may:
a. store the Products at the customer’s risk and expense;
b. transfer the Products to third-party storage at the customer’s risk and expense;
c. charge reasonable storage and handling costs;
d. invoice the Products; and
e. after setting a reasonable additional deadline, exercise its statutory rights, including withdrawal and damages.
8.12 The Seller’s right to claim additional losses caused by delayed collection remains unaffected.
8.13 Any storage charge does not relieve the customer of its obligation to collect and pay for the Products.
9. Force majeure and events outside the Seller’s control
9.1 The Seller is not responsible for delays or failure to perform caused by circumstances outside its reasonable control.
9.2 Such circumstances include, in particular:
a. natural disasters, fire, flooding or severe weather;
b. war, terrorism, sabotage or civil unrest;
c. epidemics or pandemics;
d. governmental measures, embargoes or sanctions;
e. export or import restrictions;
f. labour disputes;
g. energy, raw-material or component shortages;
h. failure or delay by upstream suppliers for which the Seller is not responsible;
i. transport or logistics disruptions;
j. interruption of telecommunications or energy supplies;
k. cyberattacks; and
l. operational disruptions not caused by the Seller.
9.3 The Seller must inform the customer within a reasonable period after becoming aware that such an event is materially affecting performance.
9.4 Delivery and performance periods will be extended by:
a. the duration of the disruption; and
b. a reasonable period required to resume operations.
9.5 If the disruption continues for more than 90 consecutive days, either party may terminate the affected unperformed portion of the contract in Text Form.
9.6 Claims relating to Products already delivered, completed or made available for collection remain unaffected.
10. Transfer of risk
10.1 Risk of accidental loss of or accidental damage to the Products passes in accordance with:
EXW Ceratec Audio Design GmbH, Walter-Bertelsmann-Weg 2, 27726 Worpswede, Germany, Incoterms® 2020.
10.2 Risk passes when the Seller places the Products at the customer’s disposal at the agreed collection point:
a. on the agreed date or within the agreed period;
b. properly packaged for collection;
c. ready to be loaded; and
d. not loaded onto the collecting vehicle.
10.3 The Seller is not obliged to load the Products onto the collecting vehicle.
10.4 The customer bears all risks associated with:
a. loading;
b. load securing;
c. carriage;
d. transshipment;
e. transit storage;
f. unloading;
g. customs clearance; and
h. onward delivery,
after risk has passed.
10.5 If the customer fails to collect the Products at the agreed time, risk passes no later than the time at which:
a. the Products are ready for collection; and
b. the customer has been notified accordingly.
10.6 If the Seller voluntarily agrees to provide personnel or equipment to assist with loading:
a. the assistance is provided on behalf of the customer;
b. the customer remains responsible for the loading operation and load securing;
c. the assistance does not alter the EXW delivery term; and
d. risk remains with the customer after it has passed in accordance with clause 10.2.
10.7 Mandatory statutory liability for culpable damage caused by the Seller or its personnel remains unaffected.
10.8 The customer is responsible for obtaining appropriate transport and cargo insurance from the time risk passes.
10.9 At the customer’s request, the Seller may provide available information concerning:
a. package dimensions;
b. weight;
c. number of packages; and
d. handling requirements.
10.10 The customer and its carrier remain responsible for verifying that the vehicle, equipment, transport route and insurance are suitable.
11. Inspection and notification of defects
11.1 The customer must inspect the Products without undue delay after delivery in accordance with section 377 of the German Commercial Code (Handelsgesetzbuch – “HGB”), where that provision applies.
11.2 Under the agreed EXW term, the customer should inspect the external condition, quantity, identity and packaging of the Products before or during collection where reasonably practicable.
11.3 Where a full inspection at the Seller’s premises is not reasonably practicable, the customer must perform the inspection without undue delay after receipt at the first destination.
11.4 Apparent defects, incorrect Products, incorrect quantities and visible packaging damage must be reported to the Seller in Text Form without undue delay after inspection.
11.5 Defects that could not reasonably have been discovered during the initial inspection must be reported in Text Form without undue delay after discovery.
11.6 A defect notification must contain sufficient information to allow the Seller to assess the claim.
11.7 The notification should include, where available:
a. the customer’s name and dealer number;
b. the order and invoice number;
c. the Product name;
d. the serial number;
e. the number of affected units;
f. photographs or video recordings;
g. a description of the installation;
h. information about the amplifier and DSP configuration;
i. information about the surface finish; and
j. a detailed description of the alleged defect.
11.8 The customer must preserve the Products, packaging and relevant documentation so that the alleged defect can be inspected.
11.9 Transport damage occurring after risk has passed must also be reported by the customer directly to:
a. the carrier;
b. the freight forwarder; and
c. the transport insurer,
within the applicable contractual or statutory notification periods.
11.10 Assistance provided by the Seller in documenting a transport claim does not mean that the Seller accepts responsibility for the transport damage.
11.11 If the customer fails to comply with applicable inspection and notification obligations, the Products may be deemed approved in accordance with section 377 HGB.
11.12 The statutory rules concerning fraudulent concealment remain unaffected.
12. Installation, processing and intended use
12.1 cerasonar Products are professional architectural-audio products.
12.2 Products must be selected, transported, stored, installed, connected, configured, tested, finished and commissioned by appropriately qualified persons.
12.3 The customer must ensure compliance with all current:
a. product manuals;
b. installation instructions;
c. safety information;
d. technical data sheets;
e. surface-treatment instructions;
f. amplifier requirements;
g. DSP settings and presets; and
h. technical bulletins.
12.4 The customer must verify before installation that:
a. the Product is suitable for the intended application;
b. the wall, ceiling or mounting structure is suitable;
c. installation depth and rear volume are sufficient;
d. the construction can bear the required loads;
e. ventilation and environmental conditions are suitable;
f. the amplifier and DSP configuration are compatible;
g. applicable electrical and building requirements are met;
h. applicable fire-safety requirements are met; and
i. the Product has not been damaged during transport or storage.
12.5 Invisible loudspeakers must be functionally tested in accordance with the installation instructions before they are permanently covered, plastered, painted, veneered or otherwise finished.
12.6 The customer must not install a Product that shows visible damage or fails the required pre-installation test.
12.7 The customer is responsible for instructing:
a. its employees;
b. installers;
c. subcontractors;
d. resellers; and
e. end customers
regarding correct installation, operation and maintenance.
12.8 Acoustic performance depends on project-specific factors, including:
a. room geometry;
b. room acoustics;
c. mounting location;
d. substrate and construction;
e. surface finish;
f. installation quality;
g. amplifier selection;
h. DSP settings; and
i. system calibration.
12.9 General acoustic data and system recommendations do not constitute a guarantee of a particular result in an individual room or project.
12.10 Project assistance provided by the Seller does not transfer responsibility for the customer’s:
a. overall system design;
b. construction planning;
c. electrical planning;
d. fire-protection planning;
e. regulatory compliance;
f. installation work; or
g. surface-finishing work
to the Seller.
12.11 The customer is responsible for confirming whether the Products comply with local laws, standards, approvals and certification requirements in the country of installation.
13. Defect rights
13.1 The Products must conform to the expressly agreed specifications at the time risk passes.
13.2 Normal or technically unavoidable variations do not constitute defects where they do not materially impair the agreed use.
13.3 In the event of a valid defect claim, the Seller may, at its discretion:
a. repair the defective Product; or
b. provide a replacement Product,
unless the selected form of supplementary performance is impossible or disproportionate under applicable law.
13.4 The customer must provide the Seller with a reasonable opportunity to:
a. examine the Product;
b. perform diagnostics;
c. request additional information; and
d. carry out supplementary performance.
13.5 The customer must not repair, modify or replace the Product at the Seller’s expense without first giving the Seller a reasonable opportunity to provide supplementary performance.
13.6 Clause 13.5 does not apply where:
a. immediate action is necessary to prevent disproportionate damage;
b. the Seller has definitively refused supplementary performance; or
c. another statutory exception applies.
13.7 Unless mandatory law provides otherwise, the limitation period for defect claims is 12 months from delivery.
13.8 The shortened limitation period does not apply to:
a. intentional conduct;
b. gross negligence;
c. injury to life, body or health;
d. claims under the German Product Liability Act;
e. defects fraudulently concealed by the Seller;
f. an expressly assumed guarantee;
g. claims concerning rights in rem of third parties that may require surrender of the Product; or
h. mandatory supplier-recourse claims.
13.9 Defect rights do not apply to damage or malfunctions caused by:
a. improper transport or loading;
b. incorrect storage;
c. unsuitable environmental conditions;
d. failure to follow instructions;
e. unsuitable construction or substrate;
f. incorrect installation;
g. incorrect plastering, filling, painting, coating or veneering;
h. moisture, excessive heat, frost or corrosion;
i. overloading or amplifier clipping;
j. unsuitable amplification;
k. incorrect DSP settings;
l. operation without required filters, limiters or presets;
m. unauthorised modification, opening or repair;
n. incompatible third-party equipment;
o. accident, misuse or vandalism; or
p. normal wear and tear.
13.10 Removal and reinstallation costs are recoverable only to the extent required under mandatory law or expressly agreed by the Seller.
13.11 The customer must take reasonable steps to minimise removal, installation and project costs after a possible defect becomes apparent.
13.12 A manufacturer’s warranty applies only where the Seller has expressly issued a separate warranty for the relevant Product.
13.13 A manufacturer’s warranty is governed by its separate warranty conditions and does not restrict mandatory statutory defect rights.
14. Cancellations and voluntary returns
14.1 Business customers do not have a statutory consumer right of withdrawal.
14.2 An accepted order may be cancelled only with the Seller’s prior approval in Text Form.
14.3 The Seller may refuse cancellation, particularly where:
a. production has commenced;
b. Products have been procured specifically for the customer;
c. Products have been allocated, configured or packed;
d. the order has been made available for collection;
e. the order concerns customised Products; or
f. the order concerns project-specific or discontinued Products.
14.4 If the Seller voluntarily accepts a cancellation, it may deduct reasonable costs already incurred, including:
a. procurement costs;
b. production costs;
c. configuration costs;
d. administrative costs;
e. payment-processing costs;
f. packaging costs; and
g. storage or handling costs.
14.5 Non-defective Products may be returned only:
a. with the Seller’s prior approval in Text Form; and
b. in accordance with the Seller’s current B2B Cancellation and Returns Policy.
14.6 Unless expressly approved otherwise, the following Products cannot be returned:
a. custom-made Products;
b. made-to-order Products;
c. specially procured Products;
d. configured or customer-labelled Products;
e. installed Products;
f. modified Products;
g. painted, plastered, coated or veneered Products;
h. opened consumables; and
i. discontinued or clearance Products.
14.7 The customer bears the costs and risks of any voluntary return.
14.8 Statutory rights concerning defective Products are not restricted by this section.
15. Retention of title
15.1 The Seller retains title to all Products delivered until all present and future claims arising from the ongoing business relationship with the customer have been paid in full.
15.2 The customer must handle Products subject to retention of title with due care.
15.3 The customer must insure Products subject to retention of title against customary risks at replacement value.
15.4 The customer may resell Products subject to retention of title in the ordinary course of business, provided that it is not in default.
15.5 The customer hereby assigns to the Seller, as security, all claims arising from the resale of Products subject to retention of title, including ancillary rights, up to the amount of the Seller’s outstanding secured claims.
15.6 The customer remains authorised to collect the assigned claims in the ordinary course of business.
15.7 The Seller may revoke the customer’s collection authority if:
a. the customer is in default;
b. the customer ceases payments; or
c. the customer’s financial position materially deteriorates.
15.8 The customer must notify the Seller without undue delay of:
a. attachments;
b. seizures;
c. insolvency measures; or
d. other third-party access
concerning Products subject to retention of title.
15.9 The customer must provide the Seller with the information and documentation required to protect the Seller’s ownership rights.
15.10 Processing or transformation of Products subject to retention of title is carried out for the Seller.
15.11 If Products subject to retention of title are combined with goods belonging to third parties, the Seller acquires co-ownership in proportion to:
a. the invoice value of the Seller’s Products; and
b. the value of the other goods
at the time of combination.
15.12 At the customer’s request, the Seller will release security interests to the extent that their realisable value exceeds the secured claims by more than 10%.
15.13 Where Products are located outside Germany, the customer must cooperate in taking any steps reasonably necessary to create or preserve an equivalent security interest under the law of the relevant country.
16. Intellectual property and marketing material
16.1 All intellectual-property rights concerning:
a. Products;
b. designs;
c. drawings;
d. technical documentation;
e. software and firmware;
f. DSP presets;
g. photographs and videos;
h. catalogues;
i. trademarks; and
j. marketing material
remain with the Seller or the relevant rights holder.
16.2 The customer receives no intellectual-property rights except for the limited rights expressly granted in these Terms or a separate agreement.
16.3 During an authorised dealer relationship, the customer receives a non-exclusive, non-transferable and revocable right to use approved cerasonar marketing material solely to advertise and resell genuine cerasonar Products.
16.4 The customer may not:
a. register cerasonar trademarks, domain names or social-media identifiers;
b. remove or alter trademarks or serial numbers;
c. change technical documentation in a misleading manner;
d. make unapproved performance, warranty or regulatory claims;
e. use cerasonar material for counterfeit, modified or competing products; or
f. represent itself as the manufacturer of cerasonar Products.
16.5 Software, firmware and DSP presets may be used only:
a. with the Products for which they are provided; and
b. for the purposes specified by the Seller.
16.6 Reverse engineering, decompilation or disassembly is prohibited to the extent permitted by applicable law.
17. Confidentiality
17.1 The customer must keep confidential all non-public information that:
a. is identified as confidential; or
b. should reasonably be recognised as confidential because of its nature or the circumstances of disclosure.
17.2 Confidential information includes, in particular:
a. dealer prices;
b. discount structures;
c. project conditions;
d. technical documentation;
e. prototypes;
f. software and firmware;
g. DSP data;
h. sales strategies; and
i. non-public customer or project information.
17.3 Confidential information may be disclosed only to employees, professional advisers and subcontractors who:
a. require it for the contractual purpose; and
b. are subject to appropriate confidentiality obligations.
17.4 Confidentiality obligations do not apply to information that the receiving party can demonstrate:
a. was lawfully known without confidentiality restrictions;
b. is or becomes publicly available without breach of contract;
c. was lawfully received from a third party; or
d. was independently developed without use of the confidential information.
17.5 Statutory disclosure obligations remain unaffected.
17.6 Where legally permissible, the customer must notify the Seller before making a legally required disclosure.
18. Export control, sanctions and international compliance
18.1 The customer must comply with applicable:
a. export-control laws;
b. customs laws;
c. economic sanctions;
d. embargoes; and
e. trade restrictions
of Germany, the European Union and the relevant destination or transit countries.
18.2 The customer may not sell, export, re-export, transfer or otherwise make Products available:
a. in violation of applicable sanctions or embargoes;
b. to prohibited or restricted persons or entities;
c. for prohibited military, nuclear, chemical, biological or other restricted end uses; or
d. without required licences or authorisations.
18.3 The customer must provide end-user, destination and end-use information where reasonably requested by the Seller for compliance purposes.
18.4 The Seller may refuse or suspend performance where it reasonably believes that performance may violate applicable trade restrictions.
18.5 A compliance-related suspension does not constitute a breach by the Seller where the concern is reasonably justified.
18.6 The customer is responsible for country-specific requirements concerning:
a. importation;
b. registration;
c. labelling;
d. resale;
e. installation;
f. recycling; and
g. operation
in the customer’s market, except for mandatory obligations imposed directly on the Seller as manufacturer or exporter.
19. Liability
19.1 The Seller has unlimited liability:
a. for intentional conduct;
b. for gross negligence;
c. for injury to life, body or health;
d. under the German Product Liability Act;
e. where a defect has been fraudulently concealed;
f. under an expressly assumed guarantee; and
g. in any other case in which liability cannot lawfully be limited.
19.2 In cases of ordinary negligence, the Seller is liable only for breach of an essential contractual obligation.
19.3 An essential contractual obligation is an obligation whose performance is necessary for proper execution of the contract and on whose performance the customer may normally rely.
19.4 In cases covered by clause 19.2, liability is limited to damage that was typical and reasonably foreseeable when the contract was concluded.
19.5 Subject to clauses 19.1 to 19.4, liability for the following is excluded to the extent that such loss was not typical and reasonably foreseeable:
a. indirect loss;
b. consequential loss;
c. loss of profit;
d. loss of production;
e. loss of use;
f. loss of contracts; and
g. loss of data.
19.6 The limitations of liability also apply in favour of the Seller’s:
a. directors;
b. employees;
c. representatives;
d. agents; and
e. subcontractors.
19.7 The Seller is not responsible for loss caused by:
a. incorrect project planning;
b. construction work;
c. installation work;
d. surface finishing;
e. unsuitable third-party products;
f. incorrect amplifier or DSP configuration; or
g. operation contrary to instructions,
where the Seller is not responsible for the relevant act or omission.
20. Data protection
20.1 The Seller processes personal data in accordance with applicable data-protection law and its current Privacy Policy.
20.2 The customer must ensure that it is authorised to provide personal data concerning its employees, customers, installers and project contacts to the Seller.
20.3 Where required, the customer must provide those persons with the legally required privacy information.
21. Assignment
21.1 The customer may assign contractual rights or claims against the Seller only with the Seller’s prior approval in Text Form.
21.2 Section 354a HGB and other mandatory statutory provisions remain unaffected.
21.3 The Seller may assign payment claims to:
a. a bank;
b. a factoring company;
c. a collection provider; or
d. another financing provider.
21.4 The Seller may transfer the contract to an affiliated company or legal successor, provided that this does not unreasonably prejudice the customer.
22. Governing law
22.1 All contracts and business relationships between the Seller and the customer are governed by the laws of the Federal Republic of Germany.
22.2 German conflict-of-laws rules are excluded to the extent that they would lead to the application of another legal system.
22.3 The United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 is excluded and does not apply.
22.4 Mandatory provisions of the country in which a court or authority has jurisdiction remain unaffected where they cannot lawfully be excluded by agreement.
23. Place of jurisdiction and performance
23.1 If the customer is:
a. a merchant;
b. a legal entity under public law;
c. a special fund under public law; or
d. a business customer established outside Germany,
the exclusive place of jurisdiction for all disputes arising from or in connection with the contractual relationship is Bremen, Germany, to the extent legally permissible.
23.2 The Seller may also bring proceedings against the customer:
a. at the customer’s registered office;
b. at the customer’s general place of jurisdiction; or
c. at another place of jurisdiction permitted by law.
23.3 The place of performance for the delivery obligation is:
Walter-Bertelsmann-Weg 2, 27726 Worpswede, Germany.
23.4 The place of performance for payment obligations is the Seller’s registered office unless otherwise agreed.
24. Amendments and Text Form
24.1 Amendments and additions to an individual contract must be made in Text Form unless a stricter statutory form is required.
24.2 This also applies to any amendment of this Text Form requirement.
24.3 Individually negotiated agreements take precedence.
24.4 No contractual form requirement limits the effect of subsequent individual agreements, including oral agreements, where such agreements can be proven.
25. Severability
25.1 If an individual provision of these Terms is or becomes invalid, unlawful or unenforceable, the remaining provisions remain unaffected.
25.2 The invalid, unlawful or unenforceable provision will be replaced by the applicable statutory provision.
25.3 Where there is no applicable statutory provision, the parties will agree on a valid provision that most closely reflects the legitimate commercial purpose of the original provision without unreasonably disadvantaging either party.
25.4 The same applies to any unintended omission in these Terms.