§ 1 General – Scope of application

1. Our Terms and Conditions of Sale and Delivery apply exclusively; we do not recognise any terms and conditions of the customer that conflict with or deviate from our Terms and Conditions of Sale and Delivery unless we have expressly agreed to their validity in writing. Our Terms and Conditions of Sale and Delivery shall also apply if we carry out the delivery to our customer without reservation in the knowledge that the customer’s terms and conditions conflict with or deviate from our Terms and Conditions of Sale and Delivery.
2. Our terms and conditions of sale and delivery apply to entrepreneurs and consumers.
3. If the customer is an entrepreneur, our Terms and Conditions of Sale and Delivery shall also apply to all future transactions with the customer.
4. The contractual relationship shall be governed exclusively by German law to the exclusion of the UN Convention on Contracts for the International Sale of Goods. This choice of law shall not affect the protection afforded by the mandatory consumer protection provisions of the state of the consumer’s habitual residence.

§ 2 Fire protection and safety regulations

1. The customer is responsible for checking and complying with the safety regulations to be observed at the place of use.
2. In particular, he must ensure that the product properties meet the requirements of the local conditions or the application, in particular that the designated fire protection class is suitable for the intended use.

§ 3 Offer – Offer documents – Conclusion of contract

1. If the order is to be qualified as an offer in accordance with § 145 BGB, we can accept it within two weeks.
2. The information provided in catalogues, brochures, circulars, advertisements, illustrations, price lists or online platforms regarding dimensions, weights, physical properties, performance and the like are only approximate unless they have been expressly confirmed by us in writing as binding as an integral part of our offer. The suitability of our materials for specific purposes is not guaranteed unless expressly stated otherwise in the description. In particular, the categorisation or presentation of the products in sales categories and also the exemplary mention of conceivable possible uses do not constitute a guarantee of general suitability for specific applications. Here too, the customer is responsible for checking and complying with the safety regulations to be observed at the place of use and must ensure in particular that the fire protection class specified for the product fulfils the requirements of the local conditions.
3. We reserve the property rights and copyrights to illustrations, drawings, product designs, samples, calculations and other documents as well as to moulds and tools; they may not be made accessible to third parties. This applies in particular to written documents that are labelled ‘confidential’; the customer requires our express written consent before passing them on to third parties.
4. The contract is only concluded with our order confirmation.

§ 4 Prices

1. Unless otherwise stated in the order confirmation, our prices are ‘ex works’, excluding packaging; this will be invoiced separately.
2. The deduction of a discount requires special written confirmation.
3. Unless otherwise stated in the order confirmation, the purchase price (without deduction) is due for payment within 30 days of the invoice date. If the customer is in default of payment, we shall be entitled to charge statutory default interest.
4. The customer agrees to receive invoices electronically. Electronic invoices are sent to the customer by e-mail in PDF format.
5. The customer shall only be entitled to set-off rights if his counterclaims have been legally established, are undisputed or have been recognised by us. In addition, the customer is authorised to exercise a right of rejection insofar as his counterclaim is based on the same contractual relationship.

§ 5 Information for consumers in distance contracts and information on the right of cancellation

The following information and instructions only apply to consumers. According to Section 13 of the German Civil Code (BGB), consumers are natural persons who conclude a legal transaction for a purpose that cannot be attributed to their commercial or independent professional activity.

1. 1. Identity and address:
      Schaumstoffe Helgers GmbH – CNC Schneidewerk, IGP Industrie u. Gewerbepark, Ernst-Abbe-Straße 12, 52249 Eschweiler, Deutschland
      Managing Director: Herr Michael Mathey
      Telephone: +49(0)2403/83830-77, Fax: +49(0)2403/83830-13
      Internet: www.enjoy-silence.com E-Mail: sales@enjoy-silence.com
   2. Unless explicitly agreed otherwise (e.g. when purchasing on account), the goods will only be delivered after the purchase price has been paid in full. We reserve the right to deliver goods of equivalent price and quality. We also reserve the right to withdraw from the contract in the event that the product is not available; after exercising the right of withdrawal, the customer is not obliged to pay the purchase price. Any amounts already paid will be refunded to the customer.
   3. Right of cancellation and return for distance contracts within the meaning of § 312b I BGB

You have the right to cancel the contract within fourteen days without giving reasons in accordance with §§ 312 g, 355 BGB. However, according to § 312 g para. 2 sentence 1 no. 1 BGB, the right of cancellation does not apply in particular to goods that are not prefabricated and for the manufacture of which an individual selection or determination by the consumer is decisive or which are clearly tailored to the personal needs of the consumer. We would like to point out that – subject to individual cases – this is the case for a large number of products because the raw material (depending on the type of goods and the order) is not only cut to size, but also, for example, split, milled, profiled, laminated, punched, self-adhesively finished or vertically cut or because vertical or horizontal contours are cut.

The cancellation period is fourteen days from the day on which you or a third party named by you, who is not the carrier, have taken possession of the goods.

In order to exercise your right of cancellation, you must inform us (see paragraph (1) of this section) of your decision to cancel the contract by means of a clear statement (e.g. a letter sent by post, fax or email). You can fill out a sample cancellation form or another clear declaration and send it to us. If you make use of this option, we will immediately send you a confirmation of receipt of such a cancellation (e.g. by e-mail).

To meet the deadline, it is sufficient for you to send your notification of exercising your right of cancellation before the cancellation period expires.

Consequences of cancellation

If you withdraw from the contract, we shall reimburse to you all payments received from you, including the costs of delivery (with the exception of the supplementary costs resulting from your choice of a type of delivery other than the least expensive type of standard delivery offered by us), without undue delay and in any event not later than 14 days from the day on which we are informed about your decision to withdraw from the contract. For this repayment, we will use the same means of payment that you used for the original transaction, unless expressly agreed otherwise with you; in no case will you be charged any fees for this repayment. We may withhold the refund until we have received the goods back or until you have provided proof that you have returned the goods, whichever is the earliest.

You must return or hand over the goods to us immediately and in any case within fourteen days at the latest from the day on which you inform us of the cancellation of this contract. The deadline is met if you dispatch the goods before the period of fourteen days has expired.

You bear the cost of returning the goods.

You only have to pay for any loss in value of the goods if this loss in value is due to handling of the goods that is not necessary for checking their condition, properties and functionality.

§ 6 Delivery time

1. The start of the delivery period stated by us presupposes that all technical questions have been clarified.
2. All delivery periods stated by us are only to be regarded as approximate and are only calculated from the date of complete clarification of the order (sending of our order confirmation or – if this is requested on the order confirmation – confirmation of the order confirmation by the customer). An obligation to meet delivery deadlines shall only be assumed on condition that our production process or that of our subcontractors is uninterrupted. The consequences of force majeure, official measures, transport difficulties, material defects and all unforeseen circumstances which make the manufacture or delivery of goods by us or our subcontractors considerably more difficult shall entitle us to withdraw from the contract and shall also give us the right to suspend further deliveries without granting compensation and without any obligation to make subsequent deliveries.
3. If the customer sets us a reasonable period of grace after we are already in default, the customer shall be entitled to withdraw from the contract if this period of grace expires without result. The customer shall only be entitled to claims for damages in lieu of performance in the amount of the foreseeable damage if the delay is due to intent or gross negligence; otherwise the liability for damages shall be limited to 50 % of the damage incurred. This limitation of liability shall not apply if a commercial transaction for delivery by a fixed date has been agreed; the same shall apply if the customer can assert that the immediate assertion of the claim for compensation for the damage instead of the performance can be considered due to the delay for which we are responsible.
4. Compliance with our delivery obligation presupposes the timely and proper fulfilment of the customer’s obligations.
5. If the customer is in default of acceptance or violates other obligations to co-operate, we shall be entitled to demand compensation for the damage incurred by us, including any additional expenses. In this case, the risk of accidental loss or accidental deterioration of the purchased item shall also pass to the customer at the point in time at which the customer is in default of acceptance.

§ 7 Transfer of risk

1. Unless otherwise stated in the order confirmation, delivery ‘ex works’ is agreed.
2. If the customer is a consumer, the risk of accidental loss and accidental deterioration shall only pass to the customer if the customer has commissioned the forwarding agent, the carrier or the person or organisation otherwise responsible for carrying out the shipment and we have not previously named this person or organisation to the customer.

§ 8 Warranty for defects

1. If the customer is a consumer, the general statutory provisions shall apply in this respect.
2. If the customer is an entrepreneur, the following applies:
   1. The customer’s warranty rights presuppose that he has properly fulfilled his obligations to inspect the goods and give notice of defects in accordance with § 377 HGB (German Commercial Code).
   2. If there is a defect in the purchased item for which we are responsible, we shall be entitled to choose between subsequent fulfilment in the form of rectification of the defect or a replacement delivery. In the event of rectification of the defect, we shall be obliged to bear all expenses necessary for the purpose of rectifying the defect, in particular transport, travel, labour and material costs, insofar as these are not increased by the fact that the purchased item has been taken to a place other than the place stipulated in the contract.
   3. Depending on the type of defect, subsequent fulfilment is generally deemed to have failed after two unsuccessful attempts to rectify the defect (in relation to the specific defect). If the subsequent fulfilment fails, the customer is entitled, at his discretion, to declare his withdrawal or to demand a corresponding reduction of the purchase price (reduction).
   4. Unless otherwise stated below (lit. e. and f.), further claims of the customer – irrespective of the legal grounds – are excluded. We are therefore not liable for damage that has not occurred to the delivery item itself; in particular, we are not liable for loss of profit or other financial losses of the customer.
   5. However, if the cause of the damage is based on intent or gross negligence, we shall be liable in accordance with the statutory provisions. This shall also apply if the customer claims damages instead of performance due to the absence of a quality guaranteed by us.
   6. If we culpably breach a material contractual obligation, liability shall be limited to the damage typical for the contract; otherwise, liability shall be limited in accordance with lit. d.excluded. A ‘material’ contractual obligation within the meaning of these GTC shall always be deemed to exist if we culpably breach such obligations on the proper fulfilment of which the customer may rely because they characterise the contract.
   7. The warranty period is 12 months, calculated from the transfer of risk.

§ 9 Total liability

If the customer is an entrepreneur, the following applies:

1. Any further liability for damages other than that provided for in § 8 (2) lit. d. to f. is excluded, irrespective of the legal nature of the claim asserted.The regulation according to paragraph (1) does not apply to claims according to §§ 1, 4 Product Liability Act. It also does not apply if we are liable for bodily injury or damage to health on other legal grounds.
2. Unless a limitation of liability pursuant to § 8 (2) lit. f. applies to claims arising from producer liability pursuant to § 823 BGB due to property damage, our liability shall be limited to the compensation payment of the insurance. Insofar as this does not materialise or does not materialise in full for reasons based on the internal relationship between us and the insurer (e.g. due to a breach of obligations under insurance contract law), we ourselves shall be liable up to the amount of the sum insured.
3. The provision in paragraph (1) shall also not apply in the event of initial incapacity or impossibility for which we are responsible.
4. Insofar as our liability is excluded or limited, this shall also apply to the personal liability of our executive bodies, employees, staff, representatives and vicarious agents.

§ 10 Retention of title

1. We reserve title to the purchased item until all payments arising from the contract have been received. If the customer acts in breach of contract, in particular in the event of default in payment, we shall be entitled to take back the purchased item. If we take back the purchased item, this shall not constitute a cancellation of the contract unless we have expressly declared this in writing. After taking back the purchased item, we shall be authorised to sell it; the proceeds from the sale shall be offset against the customer’s liability – less reasonable selling costs.
2. The customer is obliged to treat the purchased item with care; in particular, he is obliged to insure it adequately at his own expense against fire, water damage and theft at replacement value.
3. In the event of seizures and other interventions by third parties, the customer must inform us immediately so that we can take legal action in accordance with Section 771 of the German Code of Civil Procedure (ZPO). If the customer is not in a position to reimburse us for the judicial and extrajudicial costs of an action pursuant to Section 771 ZPO, the customer shall be liable for the loss incurred by us.
4. The processing or transformation of the object of sale by the customer shall always be carried out on our behalf. The customer’s expectant right to the purchased item shall continue in the remodelled item. If the purchased item is processed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the objective value of our purchased item to the other processed items at the time of processing. In all other respects, the same shall apply to the item resulting from the processing as to the purchased item delivered under reservation of title.To secure our claims against him, the customer also assigns to us the claims which accrue to him against a third party through the combination of the purchased item with a property.
5. We undertake to release the securities to which we are entitled at the customer’s request to the extent that the realisable value of our securities exceeds the claims to be secured by more than 50%; we shall be responsible for selecting the securities to be released.

§ 11 Intra-Community supplies

If the customer is an entrepreneur, the following applies: In the case of intra-Community deliveries where the customer purchases the goods for his company and where the goods are subject to VAT regulations in other EU countries, the customer confirms the export of the goods when the contract is concluded. The customer is obliged to provide written proof of export, if necessary, and shall indemnify us against any claims arising from the failure to fulfil or improper fulfilment of this obligation.

§ 12 Direct debit

The remuneration owed can also be collected by direct debit if the customer provides us with their bank details. For this purpose, the customer shall issue a direct debit authorisation for the bank details provided by him.

§ 13 Place of jurisdiction

If the customer is a merchant, the following applies:

1. Our registered office is the place of jurisdiction; however, we are also entitled to sue the customer at the court of his place of residence.
2. Unless otherwise stated in the order confirmation, our place of business shall be the place of fulfilment.

Stand: September 2024