SPL electronics GmbH
Tel. +49 2163 98340
Fax +49 2163 983420
Managing Directors: Hermann Gier, Wolfgang Neumann, Peter Waschke
Welcome to SPL's website. By accessing any part of SPL's website you agree to be bound by the following terms and conditions of use.
If you do not wish to be bound by these terms and conditions, you may not access or use our site(s).
These terms and conditions of use may be changed at any time by SPL without any notice to you. Your continued access and use of this website will mean that you agree to be bound by the most current version of the terms and conditions of use. Please check these terms and conditions periodically for any changes that have been made.
The SPL web site is intended to serve as a tool to inform users about SPL and its products.
In the course of providing this online service, information is exchanged back and forth between the SPL servers, online users, and their browsers. On some places on this site you may be asked to list your name, address, and other information. Our policy with regards to your personal information is listed below. SPL believes that your personal information deserves protection.
In some places on this site - in particular the product registration and newsletter forms - you may be asked to list your name, address, and other contact information. The information we collect may be used to generate statistics and reports for internal use only. The newsletter form serves to collect e-mail adresses for our newsletter information together with our partner company brainworx music & media GmbH. We will not share this information with any third party.
SPL reserves the right to cooperate with officials in any investigation requiring either personal information – including any personal information provided online through our site(s) – or reports about lawful or unlawful user activities on this site.
The information provided on SPL's web site is provided on an "As Is" basis and for general informational purposes only. SPL does not guarantee whatsoever the accuracy, completeness, fitness for a particular purpose or non-infringement of proprietary rights regarding any information, materials or other documents, which are on, or referenced by, or linked to, the SPL web site(s). Neither will SPL be held responsible for incorrect information or typographical errors.
SPL shall not be responsible or liable, directly or indirectly, for the accuracy, content, timeliness, completeness, legality, reliability, quality, suitability or decency of any information, advice, content, service, product or merchandise contained on the SPL site or in sites linked to or from SPL's web site.
Under no circumstances will SPL or any of its officers, directors, shareholders, employees, affiliates, agents, licensors, or any other party involved in creating, producing, or distributing SPL's content be liable for any direct, indirect, incidental, special, or consequential damages (including but not limited to loss of profits, goodwill, use data or other intangible losses) that result or arise from
- the use of and reliance on the SPL website or the information thereon,
- the inability to use the SPL website,
- mistakes, omissions, interruptions, suspension, termination, deletion of files or email, errors, defects, viruses, delays in operation or transmission, or any failure of performance with respect to the SPL website, including without limitation those that result from acts of communications failure, theft, destruction, or unauthorized access to SPL's records, programs, or services,
- merchandise, products, or services received through or advertised on SPL's website and merchandise, products, or services received through or advertised on any links provided on SPL's website,
- information or advice received through or advertised on SPL's website and information or advice received through or advertised on any links provided on SPL's website and
- any information, data, text, messages and other materials that you email, post, upload, reproduce, transmit or otherwise distribute using SPL's website.
Because some jurisdictions do not allow the restriction, exclusion or limitation of liability for, in such jurisdictions liability is limited to the fullest extent permitted by law.
Intellectual Property Rights
The underlying program code, text, and other content made available to you on the SPL web site is protected by copyright, trademark and other proprietary rights and does not convey or create any license or other rights in such proprietary rights. You may download the content on this web site only for your personal use and for non-commercial purposes only. Hyperlinks to this site should be made to the home page only.
The SPL text-based information may only be reproduced, stored or transferred electronically for personal, community or sponsorship use. Reference must be given to SPL and any other authors, where applicable.
Images and photographs may not be reproduced, stored, made available, or transmitted without the express permission of SPL.
None of the information or images on SPL's web site may be resold in any manner, including restricted or commercial on-line systems, without the express permission of SPL. Please keep this notice attached.
Our postal address is: SPL electronics GmbH, Sohlweg 80, 41372 Niederkruechten, Germany.
Terms and Conditions of Trade
General Terms and Conditions of SPL electronics GmbH, hereafter SPL
§ 1 General
Our General Terms and Conditions shall apply exclusively. We do not accept any terms and conditions of the other contracting party contrary to or deviating from our own unless we have expressly agreed in written form.
These Terms and Conditions shall even apply in the event that we effect a delivery without reservation despite being aware of conditions of the ordering party that are contrary to or deviating from our Terms and Conditions.
All agreements made with other contracting parties for the purpose of performing this contract shall be laid down in writing as part of the contractual instrument.
Our sales conditions shall also apply to all future business deals with the other contracting party.
§ 2 Offer, Order, Related Records
As a matter of principle, our offers, prospectuses, product information and price lists are subject to change and do not represent binding offers. They in no way represent a guarantee for technical data, features, condition of the goods, particular characteristics or results of use. With these details we do not grant any product quality. If reasonably acceptable, technical changes shall be reserved.
By ordering our products the customer declares in a binding manner that he wishes to acquire the ordered item.
Where we have made an offer expressly designated as binding to the other contracting party, we shall feel bound by such offer for a period of two weeks.
We may accept the order from the other contracting party within a two-week period. The offer shall be deemed accepted if we fail to reject it within such period.
Unless otherwise specified in our order confirmation, the detail underlying the offer shall become an integral part of the order. Subsequent changes require mutual consent. The other contracting party shall bear any additional costs incurred thereby.
The contract is a finalized subject to the condition that we ourselves are supplied correctly and sufficiently in advance by our suppliers. This shall only be true in the event that we are not answerable for non-delivery. In particular, it shall be true in cases where the customer’s order to us is to be fulfilled by us by concluding a congruent covering transaction with our supplier.
§ 3 Prices, Terms of Payment
If the other contracting party is a company rather than a private end user, we quote our prices as net prices, i.e., without value added tax. Value added tax at the applicable rate will be shown separately in the invoice. Our prices apply only to the given individual order ex works and exclusive of packaging, transport and cost of door delivery. These costs are charged separately.
If orders are placed from abroad and the merchandise is to be delivered there, our prices apply exclusive of turnover tax.
Should our costs increase after the order has been placed and the contract been finalized due to changes of negotiated standard wage rates and/or of prices charged by our suppliers, we shall be entitled to change the agreed price by the same amount. If requested to do so, we will furnish relevant proof to the other contracting party.
Payments shall be due without any deductions immediately on invoicing. They will always be set off against the oldest outstanding invoice. The deduction of cash discounts shall require a separate written agreement.
In the event that the other contracting party is in default of its payment obligation or a part thereof, it shall, not withstanding any additional rights on our part, pay interest on the amounts due for payment at a level of 5% p.a. above the base interest rate of the European Central Bank pursuant to § 247 BGB (German Civil Code).
The other contracting party shall not be entitled to set off, except if its counterclaims are established by a court of law, are undisputed or accepted by us. The other contracting party shall have no right of retention on account of disputed counterclaims.
§ 4 Customs
After a shipment reaches your country it might be subject to import duties and taxes. Additional charges for customs clearance must be borne by you; we have no control over these charges and cannot predict what they might be. For further information you should contact your local customs office since customs policies vary from country to country. Please be aware that cross-border shipments are subject to opening and inspection by customs authorities.
§ 5 Right of Revocation
We grant private end users a right of revocation if the merchandise was ordered solely via means of remote communication. They are no longer bound by their order if they revoke it in writing or by e-mail within two weeks of receipt of the first consignment of goods. Such revocation need not be substantiated and is to be declared by way of a written text or by return of the goods. The timely dispatch of the revocation to SPL electronics GmbH, Sohlweg 80, 41372 Niederkruechten, Germany, shall be sufficient for meeting the deadline.
Following receipt of your revocation, we shall be obligated to refund any payments received and you shall be obligated to return our consignment at our risk. If the value of the goods to be returned exceeds EUR 40, the cost of return delivery shall be borne by us, otherwise we charge the cost of delivery applicable at the time of return, except if the merchandise delivered is not the one ordered. The above provision does not include software products opened by the customer or products downloaded to a data carrier of the buyer.
In order to be able to reverse the delivery as fast a possible, we request that you advise us in advance and be given a return number even if the return is based on the exercise of your right of revocation.
§ 6 Period of Delivery
The commencement of our period of delivery presupposes clarification of all technical details with the ordering party. Delivery deadlines and services shall only be deemed to be agreed with the customer on a binding basis, if they have been expressly confirmed by us as binding in writing or by e-mail.
- Compliance with our duty to perform presupposes the timely and proper fulfilment of obligations by the other contracting party.
Should we be in default of delivery, we shall only be liable for damages caused by gross negligence or willful intent on our part.
In case of default, the other contracting party shall be entitled to withdraw from the contract provided that it has unsuccessfully fixed a time limit for us to render the performance along with a warning of refusal in the event that such time limit is not met.
In case of default in acceptance, we may claim from the other contracting party compensation for damages incurred by us, including extra expenses. Should the ordering party be in default of acceptance it shall bear the risk of accidental destruction and accidental deterioration of the object purchased.
We shall be entitled to render part performances or make part deliveries at any time.
§ 7 Risk Transfer
If the buyer is a company, the risk of accidental destruction and accidental deterioration of the merchandise shall pass to the buyer as soon as the merchandise is handed over.
If the merchandise purchased is shipped, the risk of accidental destruction and accidental deterioration shall pass to the buyer as soon as the merchandise is delivered to the forwarding agent, carrier or any person appointed for shipping the merchandise, provided that the buyer is a company.
§ 8 Warranty
The other contracting party may assert warranty claims provided that it has duly complied with its obligation to examine and complain according to § 377 HGB (Commercial Code). The ordering party shall be obligated to complain in writing about apparent defects within eight days of receipt of the merchandise (the date of receipt of the written complaint by us shall be decisive). Any complaint received later will only be accepted if the ordering party furnishes proof to the effect that it was impossible or unacceptable in the due course of business to make the complaint earlier. The full onus of proof concerning any and all requirements to be met for asserting the claim, notably the defect itself, the date of identifying the defect and the timeliness of the complaint shall be on the ordering company.
Where we are answerable for a defect of the merchandise delivered, the other contracting party’s right shall be confined to subsequent performance. At our election such subsequent performance shall either consist of rectifying the defect or delivery of a substitute item.
In the event that subsequent performance fails, the other contracting party shall be reserved the right either to reduce the purchase price or withdraw from the contract. Subsequent performance shall be deemed to have failed if we are unwilling or unable to rectify the defect/make substitute delivery or if rectification/substitute delivery is delayed beyond adequate time limits for reasons which we are answerable for or if attempts at rectification have failed twice. More extensive claims of the other contracting party, no matter on which legal grounds, shall be excluded.
If we have negligently breached a cardinal or material contractual duty, the obligation to provide compensation is limited to the damage typically foreseeable under the contract.
The warranty period shall be one year for companies and 2 years for consumers, calculated from the date on which the risk has passed. This period is subject to statutory limitation and shall also apply to claims for compensation in respect of damage consequential to a defect unless tort claims are asserted.
Unless provided for otherwise below, more extensive claims on the part of the ordering party – no matter on which legal grounds – shall be ruled out. Therefore, we shall not be liable for damages other than those occurring on the item delivered itself; in particular we shall not be liable for profits lost or any other pecuniary losses of the ordering party.
The above release from liability shall not apply where the damage is based on intent or gross negligence. However, the obligation to compensate shall be limited to the foreseeable damage.
If the buyer is a company, it shall, as a matter of principle, only be the product specification that is deemed to have been agreed with regard to the quality of the merchandise. Any additional public statements, praises or advertising shall not represent a contractual warranty of quality.
§ 9 Total Liability
To the extent that our liability for compensation of damages is excluded or limited pursuant to § 7, the same shall apply to any and all claims on account of culpa in contrahendo, infringement of collateral duties (positive violation of contractual duty), in particular to claims under manufacturer's liability as defined in § 823 BGB.
Claims specified in §§ 1, 4 Product Liability Law shall remain unaffected by the provision of paragraph 1 above.
If we breach duties by ordinary negligence, our liability shall be limited to the direct average damage typically foreseeable under the contract for the type of merchandise concerned.
Vis-à-vis companies we shall not be liable for violating immaterial contractual duties by ordinary negligence.
Wherever our liability is excluded or limited, this shall also be true for the personal liability of our employees, staff members, associates, representatives and vicarious agents.
§ 10 Reservation of Title
If the other contracting party is a company, the merchandise shall remain our property until full payment of all outstanding claims or claims still arising from the business relationship with the ordering party no matter of which type or on which legal basis. In case of a current account, the title so reserved shall be deemed to secure the account balance receivable.
When entering into contracts with consumers, we shall reserve title to the merchandise pending full payment of the purchase price.
In the event of the other contracting party’s default in payment or any other conduct in breach of the contract, we shall additionally be entitled to take the merchandise back. If we take the merchandise back in such cases, we shall not withdraw from the sales contract by so doing. Withdrawal requires an explicit written declaration.
After taking back the merchandise, we shall be authorised to exploit it; the proceeds from such exploitation – deducting reasonable related costs – shall be credited against the ordering party’s liabilities.
In case of attachment or any other type of third-party intervention, the ordering party shall draw attention to our title and notify us without delay to give us the opportunity to file a claim according to § 771 ZPO (Code of Civil Procedure). If the third party is not in a position to reimburse us for the judicial and extra-judicial costs incurred by an action pursuant to § 771 ZPO, the ordering party shall be liable for the loss suffered by us.
The other contracting party shall be entitled to resell the object purchased in the proper course of business. However, to secure our purchase price claim, it already now assigns to us in an amount equalling that of the final invoice all claims arising in its favour from such resale against the purchaser or third parties. Even after such assignment, the ordering party shall continue to be entitled to collect the amount receivable. We may collect the amount receivable if the ordering party is in default with regard to its payment obligations towards us or if the ordering party is insolvent or has applied for the opening of bankruptcy proceedings. In such a case, the ordering party shall be obligated to notify us of the claims assigned and their debtors, to furnish all particulars required for collection, to hand over pertinent records and to advice the debtors (third parties) of the assignment.
We undertake to release the security owed to us at the ordering party’s request to the extent that the value of our security exceeds the claims to be secured by more than 20%; the selection of the type of security to be released shall be incumbent upon us.
§ 11 Licensing Rights if Software is Purchased
In respect of software produced by SPL electronics GmbH itself, §§ 69a to 69g copyright law and the provisions of the respective license agreement shall apply.
SPL electronics GmbH´s license terms shall be legally binding on you after the sealed package has been opened or unsealed data media have been used. No copies of software or documentations must be made unless this is expressly permitted.
§ 12 Venue / Place of Fulfilment
If our customer is a merchant within the meaning of the Commercial Code, venue and place of fulfilment shall be deemed to be Viersen, Germany. However, we shall also be entitled to bring an action against the ordering party at its place of residence or business seat.
German law shall exclusively apply.
§ 13 Data Protection
The order is handled by means of automatic data processing. By placing an order, you expressly consent to the processing of the data made known to us within the scope of contractual relations and necessary for handling the order. You also agree that SPL electronics GmbH may, for business purposes, pass on the data received from you as part of the business relationship, observing the Federal Data Protection Law, unless you object to such passing on of your non-personal data in writing.
§ 14 Applicable Law
All contracts made with us are governed by the law of the Federal Republic of Germany to the exclusion of the Uniform Law on the International Sale of Goods and the Uniform Law on the Formation of Contracts for the International Sale of Goods. Unless agreed otherwise, the language of the contract shall be German.