| | General Terms and Conditions (GTC)
- As of March 1, 2023 -
§ 1 General
a) The following terms and conditions of delivery and payment apply to the entire business relationship between BROKEN SILENCE and its customers and are recognized as binding when an order is placed. They shall apply exclusively. Conflicting or deviating general terms and conditions of our customers shall not apply.
b) Agreements deviating from these Terms and Conditions of Delivery and Payment shall only be legally binding if they are expressly confirmed by BROKEN SILENCE in writing.
§ 2 Conclusion of contract
a) An order of items from BROKEN SILENCE's product range shall always constitute a binding offer by the Customer. BROKEN SILENCE may accept this offer by sending an order confirmation within two weeks or, alternatively, by sending the ordered goods to the Customer within this period.
b) BROKEN SILENCE is not obliged to deliver goods that are no longer in stock, even if they are still listed in BROKEN SILENCE's offer lists.
§ 3 Prices
a) All prices are exclusive of value added tax in Euro (EUR).
b) All deliveries shall be made at BROKEN SILENCE's list prices and discounts valid on the day of delivery, whereby changes are expressly reserved at any time. If a delivery is made at net prices or during a special price campaign, such a delivery shall be excluded from any discount.
§ 4 Dispatch, delivery and costs
a) The ordered items shall be professionally packed and handed over to a transport company designated by BROKEN SILENCE for shipment to the customer at the customer's expense and risk. BROKEN SILENCE shall not be liable for damage occurring after handover to the transport company. Partial deliveries are permitted unless otherwise agreed with the Customer.
b) If the Customer is in arrears with payments for previous deliveries by BROKEN SILENCE, BROKEN SILENCE reserves the right to withhold orders to be processed until the outstanding invoices have been paid in full or to demand advance payments or the provision of security. The first 3 (three) deliveries of new customers are regularly only made cash on delivery, against direct debit authorization or advance bank transfer.
c) The shipping costs for deliveries to Germany and Austria amount to 5 (five) euros. From a value of goods of 120 (one hundred and twenty) euros upwards, no shipping costs will be charged for deliveries to Germany and Austria.
§ 5 Payment and default
a) The preferred method of payment is direct debit. Payments shall be made exclusively to BROKEN SILENCE Independent Distribution GmbH within 7 (seven) days of the date of the invoice with a 2% (two percent) discount or after 14 (fourteen) days net cash. The timeliness of payment shall be determined exclusively by receipt or crediting to one of BROKEN SILENCE's business accounts. The entitlement to deduct a discount requires that the Customer is not in arrears with other payments.
b) The Customer shall be in default of payment 30 (thirty) days after the due date of the invoice or an equivalent request for payment even without an express reminder from BROKEN SILENCE.
c) If the Customer is in default of payment, suspends payments completely or if insolvency proceedings are opened against its assets, all outstanding claims of BROKEN SILENCE shall become due immediately.
d) In the event of default in payment, BROKEN SILENCE shall be entitled, even without an express reminder, to demand default interest of 8% (eight percent) per annum above the applicable base interest rate pursuant to Section 247 BGB. If BROKEN SILENCE can prove higher damages caused by default, BROKEN SILENCE shall be entitled to claim such damages. Any reminder fees and legal costs incurred shall be borne by the Customer.
§ 6 Complaints, returns, return shipments
a) Complaints due to obvious material defects, incorrect deliveries and/or quantity deviations can only be recognized if they are received by BROKEN SILENCE within 14 (fourteen) days of receipt of the shipment by the customer. The delivery bill or invoice must be enclosed with each complaint. Otherwise, the contents of the delivery shall be deemed to be in accordance with the delivery bill and free of defects. Defects that are not initially recognizable must be reported in writing immediately after discovery. A complaint period of 6 (six) months after delivery of the goods shall apply as a preclusive period.
b) Unless a separate written agreement has been made with the customer, returns due to incorrect dispositions by the customer are generally excluded. Returns agreed in writing shall be credited at the list price valid on the day of return less any discounts granted. In the case of credit notes for returns, the lowest purchase price is always assumed.
c) If returns (complaints or returns) are made, these must always be accompanied by a corresponding valid returns release and a returns label from BROKEN SILENCE Independent Distribution GmbH. All returns may only be sent carriage paid and only to the BROKEN SILENCE warehouse, c/o kdg Medialog, Hiebelerstr. 45 A, 87629 Füssen. Shipments that are not prepaid or shipments without release will not be accepted.
d) Returned goods must be in a saleable condition, unless the complaint relates specifically to this condition. BROKEN SILENCE expressly reserves the right to make appropriate deductions from the amount credited in the event of improperly delivered or damaged goods; this also applies in particular to damage to the packaging and picture sleeves.
e) Sound carriers not purchased directly from BROKEN SILENCE will neither be credited nor returned.
§ 7 Retention of title
a) The delivered goods shall remain the property of BROKEN SILENCE until all claims against the respective customer to which BROKEN SILENCE is entitled under the purchase contract and the General Terms and Conditions of Delivery and Payment, including VAT, shipping costs, flat-rate costs and any interest on arrears, have been settled in full. The Customer shall store the goods delivered by BROKEN SILENCE with due commercial care, but shall be entitled to resell them in the ordinary course of business. In return, the Customer shall assign to BROKEN SILENCE in advance all claims in the amount of the final invoice amount (including the corresponding value added tax) which accrue to it from the resale of the delivered goods against its customer or third parties (extended reservation of title). BROKEN SILENCE hereby accepts this assignment. However, the Customer shall be authorized to collect the claim resulting from the resale even after the assignment of the claim to BROKEN SILENCE.
b) As long as the retention of title to the goods exists, pledging, transfer by way of security and any other transfer of the delivered goods by the customer that impairs the security, with the exception of resale in the ordinary course of business, shall not be permitted. If goods delivered by BROKEN SILENCE subject to retention of title or claims assigned to BROKEN SILENCE are seized or confiscated by third parties, the Customer shall inform the enforcement officer of the retention of title or the assignment by way of security and notify BROKEN SILENCE immediately, providing the seizure and confiscation protocol. In such cases, the Customer undertakes to bear the costs of measures to remedy the seizure or attachment.
c) If the Customer is in default of payment, suspends payments in full, if insolvency proceedings are opened against its assets or if it fails to meet its contractual obligations in any other way, the Customer shall grant BROKEN SILENCE immediate access to the goods still in BROKEN SILENCE's ownership upon request and provide BROKEN SILENCE with all necessary information for its own collection of the claims subject to extended retention of title.
§ 8 Rental, lending and reproduction of sound recordings
Renting, lending or similar transactions (e.g. sale with right of return) as well as reproduction of sound recordings supplied by BROKEN SILENCE is only permitted with the explicit, prior and written consent of BROKEN SILENCE, unless this is explicitly permitted by copyright law. The same shall apply to any transfer to tape, transparencies and other sound carriers or feeding into any electronic databases and networks.
§ 9 General provisions
a) Should individual provisions be declared invalid in whole or in part by a court, this shall not affect the validity of the remaining provisions or parts of these provisions.
b) The contractual relationship between BROKEN SILENCE and its customers shall be governed by German law.
c) The Customer agrees to the forwarding of personal and/or company-related data to BROKEN SILENCE's credit insurers.
§ 10 Place of performance and jurisdiction
The place of performance and jurisdiction shall be BROKEN SILENCE's registered office in Hamburg-Hammerbrook, unless another jurisdiction is mandatory.
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