General Terms and Conditions for Business Customers

1. scope of application

1.1 These Terms and Conditions of Sale apply exclusively to business entities, legal entities under public law, or special funds under public law as defined in Section 310(1) of the German Civil Code (BGB). These Terms and Conditions therefore do not apply to orders placed by consumers in our online store. We will only recognize any terms and conditions of the purchaser that conflict with or deviate from our Terms and Conditions of Sale if we expressly agree to their validity in writing.

1.2 In Germany and in countries where we are contractually bound by a distribution agreement, these Terms and Conditions of Sale supplement the distribution agreement for the purchaser’s individual orders.

1.3 These Terms and Conditions of Sale also apply to all future transactions with the purchaser, provided that such transactions are of a similar nature.

1.4 Individual agreements made with the buyer on a case-by-case basis (including collateral agreements, additions, and amendments) shall in all cases take precedence over these Terms and Conditions of Sale. Subject to proof to the contrary, a written contract or our written confirmation shall be decisive regarding the content of such agreements.

2. Offer and Conclusion of Contract

If an order is to be considered an offer pursuant to § 145 of the German Civil Code (BGB), we may accept it within two weeks. Acceptance is deemed to have occurred no later than upon delivery of the order.

3. Documents Provided

We reserve all rights of ownership and copyright to all documents provided to the purchaser in connection with the placement of the order—including those in electronic form—such as cost estimates, drawings, promotional materials, etc. These documents may not be made available to third parties unless we grant the purchaser our express written consent to do so. If we do not accept the customer’s offer within the time limit specified in Section 2, these documents must be returned to us immediately.

4. Prices and Payment

4.1 Unless otherwise agreed in writing, our prices are ex works, excluding packaging and plus value-added tax at the applicable rate.

4.2 We reserve the right to require payment in advance.

4.3 Invoices and payment reminders are sent electronically. To the extent required by law, invoices are issued as electronic invoices in a structured electronic format in accordance with the applicable legal requirements. We are entitled to use, in particular, the XRechnung format or another permissible format in accordance with EN 16931 for this purpose. Invoices will only be sent in paper form if this is permitted by law and has been expressly agreed upon.

4.4 The retailer bears the shipping costs; delivery is free for orders in Germany totaling more than EUR 300.00 (net).

4.5 Unless otherwise agreed, the purchase price is payable within 30 days of the invoice date. Interest on late payments will be charged at a rate of 9 percentage points above the base rate. We reserve the right to claim higher damages for late payment.

4.6 In the event of default, we are entitled to claim statutory damages for default, including the statutory lump-sum amount pursuant to § 288(5) of the German Civil Code (BGB). We reserve the right to claim further damages.

4.7 Unless a fixed-price agreement has been made, we reserve the right to make reasonable price adjustments due to changes in labor, material, and distribution costs for deliveries made 3 months or more after the contract is concluded.

5. Rights of Retention

The purchaser is authorized to exercise a right of retention only to the extent that its counterclaim is based on the same contractual relationship.

6. delivery time, partial deliveries

6.1 The delivery period we specify begins only upon the timely and proper fulfillment of the purchaser’s obligations. We reserve the right to raise the defense of non-performance of the contract.

6.2 If the purchaser is in default of acceptance or culpably violates other obligations to cooperate, we are entitled to demand compensation for the damages incurred by us in this regard, including any additional expenses. We reserve the right to assert further claims. Provided the above conditions are met, the risk of accidental loss or accidental deterioration of the purchased goods shall pass to the buyer at the time the buyer falls into default of acceptance or payment.

6.3 Delays in delivery and performance due to force majeure or events that make delivery significantly more difficult or impossible for us—including, but not limited to, subsequent difficulties in procuring materials, operational disruptions, strikes, lockouts, staff shortages, lack of transportation, official orders, etc.—even if they occur at our suppliers or their subcontractors—we shall not be liable for failure to meet the bindingly agreed deadlines and dates, unless gross negligence is involved. Such delays entitle us to postpone delivery by the duration of the hindrance plus a reasonable restart period, or to withdraw from the contract in whole or in part with respect to the unfulfilled portion. This applies even if we are already in default. If the hindrance lasts longer than three months or if the buyer cannot reasonably be expected to wait any longer, the buyer is entitled to withdraw from the contract with respect to the unfulfilled portion after a grace period set for us has expired without result.

6.4 Any other statutory claims and rights of the purchaser arising from a delay in delivery remain unaffected.

6.5 Partial deliveries are permitted, provided they are reasonable for the buyer; in such cases, the seller shall bear the resulting additional shipping costs.

7. Transfer of Risk Upon Shipment

If the goods are shipped to the customer at the customer’s request, the risk of accidental loss or accidental deterioration of the goods shall pass to the customer upon shipment to the customer, or at the latest when the goods leave the factory or warehouse. This applies regardless of whether the goods are shipped from the place of performance or who bears the shipping costs.

8. reservation of title

8.1 We reserve title to the delivered goods until all claims arising from the delivery contract have been paid in full. This also applies to all future deliveries, even if we do not always expressly invoke this right. We are entitled to reclaim the purchased goods if the buyer acts in breach of contract.

8.2 The purchaser is obligated to handle the purchased item with care as long as ownership has not yet been transferred to him. In particular, he is obligated to insure the item at his own expense against theft, fire, and water damage at replacement value. As long as title has not yet passed to the purchaser, the purchaser must notify us immediately in writing if the delivered item is seized or subject to any other interference by third parties. To the extent that the third party is unable to reimburse us for the judicial and extrajudicial costs of a lawsuit pursuant to § 771 of the German Code of Civil Procedure (ZPO), the purchaser shall be liable for the loss incurred by us.

8.3 The purchaser is entitled to resell the goods subject to retention of title in the ordinary course of business. The purchaser hereby assigns to us, as of now, the claims against the buyer arising from the resale of the goods subject to retention of title in the amount of the final invoice amount agreed upon with us (including value-added tax). This assignment applies regardless of whether the purchased goods were resold as is or after processing. The purchaser remains authorized to collect the claim even after the assignment. Our right to collect the claim ourselves remains unaffected. However, we will not collect the claim as long as the purchaser meets its payment obligations from the proceeds received, is not in default of payment, and, in particular, no petition for the opening of insolvency proceedings has been filed or payments have been suspended.

8.4 Any processing, treatment, or transformation of the purchased item by the purchaser shall always be carried out in our name and on our behalf. In this case, the purchaser’s right to the purchased item shall extend to the transformed item. If the purchased item is processed together 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. The same applies in the event of blending. If the blending is carried out in such a way that the purchaser’s item is to be regarded as the principal item, it is deemed agreed that the purchaser transfers proportional co-ownership to us and holds the resulting sole ownership or co-ownership in safekeeping for us. To secure our claims against the purchaser, the purchaser also assigns to us any claims against a third party arising from the combination of the goods subject to retention of title with real property; we hereby accept this assignment.

8.5 We agree to release the security to which we are entitled at the customer’s request, to the extent that its value exceeds the claims to be secured by more than 20 percent.

9. Warranty, Notification of Defects, and Right of Recourse/Claims Against the Manufacturer

9.1 The purchaser’s warranty rights are contingent upon the purchaser having duly fulfilled its obligations to inspect the goods and give notice of defects pursuant to § 377 of the German Commercial Code (HGB).

9.2 Claims for defects expire 24 months after the goods we have delivered have been received by our customer. For claims for damages arising from willful misconduct or gross negligence, as well as for injury to life, limb, or health resulting from an intentional or negligent breach of duty by the user, the statutory limitation period applies.

9.3 If, despite all due care, the delivered goods exhibit a defect that already existed at the time of the transfer of risk, we will, subject to a timely notice of defect, at our discretion either repair the goods or deliver replacement goods. We must always be given the opportunity to remedy the defect (typically two attempts at repair) within a reasonable period of time. Claims for recourse remain unaffected by the foregoing provision without restriction.

9.4 If the remedy fails, the customer may—without prejudice to any claims for damages—withdraw from the contract or reduce the payment.

9.5 Claims for defects shall not apply in the event of only an insignificant deviation from the agreed quality, only an insignificant impairment of usability, natural wear and tear, or damage occurring after the transfer of risk as a result of improper or negligent handling, excessive strain, unsuitable operating materials, defective construction work, unsuitable building sites, or due to special external influences not contemplated by the contract. If the purchaser or third parties carry out improper repair work or modifications, no claims for defects shall exist for such work or the resulting consequences either.

9.6 Claims by the purchaser regarding expenses necessary for subsequent performance—in particular, transportation, travel, labor, and material costs, including any removal and installation costs—are excluded to the extent that such expenses increase because the goods we delivered were subsequently moved to a location other than the purchaser’s place of business, unless such movement is consistent with their intended use.

9.7 The Purchaser’s claims for recourse against us shall exist only to the extent that the Purchaser has not entered into any agreements with its customer that go beyond the mandatory statutory claims for defects. Furthermore, Section 9.6 shall apply mutatis mutandis to the scope of the Purchaser’s claim for recourse against the Supplier.

9.8 Extended Warranty Support for Repair Extensions

9.8.1 To the extent that the purchaser’s warranty period toward its customer is extended by twelve months due to a repair carried out as part of statutory rectification pursuant to Section 475e(5) of the German Civil Code (BGB), we shall provide the purchaser with assistance in remedying defects for the duration of this extended warranty period in accordance with the following provisions.

9.8.2 At our discretion, this support includes the free provision of replacement parts, the performance of repairs at our service center, or reimbursement of reasonable repair costs that we have approved in advance. There is no entitlement to a replacement unit under this provision.

9.8.3 To be eligible, the customer must

a) notifies us in writing or by email immediately upon learning of a claim made by its customer, documenting the underlying defect, the date of the original delivery to the customer, and the initial repair performed;

b) proves that the warranty extension is based on a legally mandated remedy pursuant to § 475e(5) of the German Civil Code (BGB) and that the underlying defect already existed at the time of the transfer of risk;

c) gives us the opportunity to assess the situation and select the appropriate corrective action before carrying out our own repairs.

9.8.4 The provisions set forth in Sections 9.8.1 through 9.8.3 do not affect the Purchaser’s statutory rights of recourse under Sections 445a, 445b, and 478 of the German Civil Code (BGB) and apply in addition to those rights. Section 9.2 remains applicable without change for the original warranty period.

9.8.5 If we make further warranty or repair commitments to the purchaser under a separate distribution agreement, those commitments shall take precedence over the provisions of Section 9.8.

10. product photos

To the extent that we provide the customer with product photos, the customer is entitled to use the product photos provided to him solely for the purpose of resale. He is granted only non-exclusive rights of use to them. The grant of these rights of use is limited to the duration of the business relationship between us and the purchaser; in Germany and in countries where we are contractually bound to the purchaser through a distribution agreement, it is limited to the term of the distribution agreement. The purchaser is not authorized to transfer the non-exclusive rights of use granted to them to third parties or to grant rights of use to third parties.

11. Manufacturer's Warranty; Harmonized Warranty Label (EU Warranty Label)

11.1 For products for which we provide a voluntary, free manufacturer’s warranty with a term of more than two years, we shall make available to the purchaser the applicable warranty terms and conditions as well as—where applicable—the harmonized warranty label (“EU warranty label”) in its current version, including product-specific information (manufacturer’s name, model number, warranty period) for use in their own sales channels.

11.2 To the extent that the purchaser resells the products to consumers, the purchaser is solely responsible for displaying the legally required labeling regarding the statutory warranty and the manufacturer’s warranty in full, without alteration, and in the current version provided by us—and only for products and destination countries to which the respective warranty actually applies.

11.3 If we notify the purchaser that a warranty has been modified or is no longer valid, the purchaser must immediately update or remove the relevant information. Unauthorized changes to the content or design of the labeling or the warranty terms are not permitted.

11.4 The purchaser is responsible for ensuring that the information is presented in compliance with the law through its own sales channels. The customer shall indemnify us against any third-party claims arising from the customer’s incorrect, incomplete, or altered presentation of the provided labeling or warranty terms, or from their application to products or countries not covered, or from failure to present them in their current version. This shall not apply if the cause is attributable to incorrect information provided by us.

11.5 sonoro remains the guarantor. This provision does not establish any warranty obligation on the part of the purchaser.

12. Miscellaneous

12.1 This Agreement and all legal relationships between the parties shall be governed by the laws of the Federal Republic of Germany, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).

12.2 The place of performance and the exclusive venue for all disputes arising out of or in connection with the contractual relationship shall be our registered office, provided that the purchaser is a merchant, a legal entity under public law, or a special fund under public law. However, we are also entitled to bring an action against the purchaser at the purchaser’s general venue.

12.3 The language of the contract is German. Should these Terms and Conditions of Sale be translated into another language, the German version of the contract shall prevail.

12.4 All agreements made between the parties for the purpose of performing this contract are set forth in writing in this contract.

As of: 09/2026