§1 General Provisions / Scope of Application

The following General Terms and Conditions apply to all current and future business relationships between SES Smart-Entertainment-Solutions GmbH (hereinafter referred to as the "Supplier") and our customers and contractual partners (hereinafter referred to as the "Client") and shall be solely authoritative for the content of concluded contracts.

Provisions deviating from these General Terms and Conditions, in particular any general terms and conditions of the Client that differ, conflict with, or supplement these Terms, shall not become part of the contract—even if known—unless their validity is expressly confirmed in writing. Amendments and supplements to a contract as well as collateral agreements shall only be binding if confirmed in writing.

These General Terms and Conditions principally apply to contracts with entrepreneurs within the meaning of Section 14 of the German Civil Code (B2B).

For contracts with consumers within the meaning of Section 13 BGB (B2C), these GTC apply only insofar as they do not conflict with mandatory statutory provisions. In case of conflicts, statutory consumer rights shall prevail.

 

§2 Delivery and Performance Obligations

The type, scope, and time of delivery/performance shall be determined solely by the written order confirmation of SES Smart-Entertainment-Solutions GmbH (Supplier). Documents belonging to the offer, such as data sheets, system drawings, calculations, etc., shall only be regarded as exact in terms of measure and weight if expressly confirmed by the Supplier.

The aforementioned documents and any documents provided may not, without the Supplier’s consent, be made accessible to third parties or otherwise misused or reproduced. If no order is placed, such documents must be returned without delay upon request or, if applicable, demonstrably destroyed in compliance with data protection regulations.

Unless otherwise expressly agreed in writing, installation, commissioning, and the preparation of project-specific documentation are not included in the delivery price.

 

§3 Conclusion of Contract

(1)   All offers made by the Supplier are non-binding and subject to change.

(2)   In particular, changes in price as well as in technical data (e.g. dimensions, weight specifications, product color) and design modifications due to technical progress remain reserved unless expressly marked as binding.

(3)   By ordering the goods, the Client makes a binding declaration of intent to purchase the ordered items. The contract is only concluded upon written order confirmation by the Supplier. Should delivery occur without prior written order confirmation, the contract shall be deemed concluded upon acceptance of the delivery under these Terms and Conditions.

(4)   The conclusion of the contract is subject to correct and timely self-supply by the Supplier’s sub-suppliers.

 

§4 Prices and Terms of Payment

(1)   The Supplier’s prices are quoted in EURO. Unless a fixed price has been agreed, the prices valid on the delivery date shall apply. Prices are exclusive of the statutory VAT applicable on the day of delivery, ex works or ex Supplier’s warehouse, excluding installation. Shipment is carried out at the Supplier’s discretion. Freight, loading, packaging costs as well as shipping insurance and, if applicable, necessary charges such as customs duties for export deliveries, etc., shall be invoiced separately, unless otherwise agreed in writing.

(2)   The Supplier’s payment terms require that invoices be due within 14 days and paid in full upon receipt without deductions. Payment is deemed received when the amount is credited to the Supplier’s account. Checks or bills of exchange are accepted only as conditional payment and only upon prior agreement; any fees shall be borne by the Client and are immediately due. In the event of late payment, the Client shall automatically be in default without further reminder. In special cases, the Supplier reserves the right to demand advance payment or security.

(3)   The Supplier reserves the right to adjust prices if wage, material, or distribution costs change. The Supplier will inform the Client in due time about any price adjustments. If a price increase exceeds 10%, the Client has the right to withdraw from the contract.

(4)   The Supplier reserves the right to demand advance payments of up to 50% of the total price. Such advance payments are to be made by the Client within 14 days of receipt of the invoice.

(5)   The Client may exercise a right of retention only if the counterclaim is based on the same contractual relationship.

(6)   The Client may only offset counterclaims acknowledged by the Supplier or legally established. Any outstanding credits do not entitle the Client to withhold payments due to the Supplier.

 

§5 Retention of Title

Delivered goods and services remain the sole property of the Supplier until full settlement of all claims against the Client. Prior pledging or transfer of ownership for security purposes is prohibited.

The Client is obliged to treat the goods with care during the retention of title. In particular, the Client must insure the goods at its own expense at replacement value against fire, water, theft, and other risks and provide proof thereof upon request. The Client hereby assigns to the Supplier any claims for compensation arising from such insurance.

The Client must protect the goods against third-party access, misuse, or theft. If a third party gains access to goods subject to retention of title or asserts rights thereto, the Client must inform us immediately and point out our ownership to the third party.

If the Supplier’s rights are impaired by actions of third parties, in particular seizure or confiscation, the Client is obliged to inform the Supplier immediately and provide all information and documents necessary to safeguard its rights. All costs incurred in this connection shall be borne by the Client.

 

§6 Installation, Commissioning, and Documentation Costs

Installation, commissioning, and documentation costs, unless otherwise specified in writing in the offer, are charged on a time basis. The applicable billing rates are communicated upon conclusion of the contract. Waiting times not attributable to the Supplier shall be considered working time, as shall travel time. If installation, commissioning, and/or travel times are required to be performed under circumstances demanding tariff surcharges, such surcharges shall be invoiced according to the valid billing rates. Additionally, expenses related to installation, commissioning, and documentation (e.g. travel expenses, baggage transport, tools, small materials, provision of special tools and measuring/testing equipment) shall be invoiced according to the valid billing rates. Invoices for installation, commissioning, and documentation activities are due for payment immediately upon invoicing.

§7 Liability

The Supplier shall only be liable for damages caused by intentional or grossly negligent conduct of its legal representatives, executive employees, or other vicarious agents. Liability for simple negligence is excluded unless it concerns the breach of a material contractual obligation (cardinal duty), the fulfillment of which is essential for the proper execution of the contract and upon which the Client may regularly rely. In such cases, liability shall be limited to the typical and foreseeable damages under the contract. Liability for indirect damages and consequential damages, in particular lost profits, is excluded. Mandatory statutory liability provisions in B2C business relationships, in particular under the German Product Liability Act, remain unaffected.

§8 Warranty

(1)   Scope:

Statutory warranty provisions apply unless expressly otherwise stipulated in these GTC. These provisions primarily address entrepreneurs (§ 14 BGB). For consumers (§ 13 BGB), mandatory statutory provisions, in particular regarding withdrawal and warranty, remain unaffected.

(2)   Subsequent Performance and Replacement Delivery:

The Supplier is entitled, at its discretion, to remedy defects by repair or replacement delivery. Such repair or replacement delivery generally takes place at the registered office of SES Smart-Entertainment-Solutions GmbH.

(3)   Transport and Installation Costs:

The Client shall bear costs for transport, shipping, installation, removal, and other expenses, unless expressly otherwise agreed in writing. Where performance of repair or replacement at the project site is required, this shall only occur following prior written agreement and at the Client’s expense, to the extent permitted by law.

(4)   Withdrawal and Reduction:

If the Supplier is unable to remedy or replace within a reasonable period, the Client is entitled to withdraw from the contract upon return of the goods or to demand a reasonable reduction of the purchase price.

(5)   Exclusion of Warranty

Warranty shall lapse once the Client undertakes unauthorized modifications or other interventions to the goods, either personally or via third parties. Warranty for wear parts, improper use, or natural wear and tear is excluded.

(6)   Exclusion of Liability:

Claims for damages beyond statutory warranty provisions are excluded to the extent permitted by law. Mandatory liability, in particular in cases of intent, gross negligence, or injury to life, body, or health, remains unaffected.

§9 Place of Jurisdiction, Applicable Law, and Place of Performance

(1)   For all legal relationships between the Supplier and the Client, including contracts with foreign elements, only the laws of the Federal Republic of Germany shall apply, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

(2)   If the Client is a merchant as defined in the German Commercial Code (HGB), a legal entity under public law, or a special fund under public law, the exclusive place of jurisdiction for all disputes arising out of or in connection with this contract shall be the registered office of the Supplier.

(3)   Likewise, the place of performance for all obligations under the contractual relationship, including but not limited to deliveries and payments, shall be the registered office of the Supplier, unless otherwise agreed in writing.

(4)   The language of negotiation and contract is German.

(5)   For consumers (B2C), statutory places of jurisdiction apply.

 

§10 Right of Withdrawal for Consumers (B2C)

If the Client is a consumer within the meaning of § 13 BGB, they are entitled to the statutory right of withdrawal pursuant to § 355 BGB. The details, requirements, and consequences of the withdrawal are set out in the withdrawal policy, which forms part of these GTC. The model withdrawal form is made available separately to the consumer.

§11 Force Majeure

The Supplier shall not be liable for delays or impossibility of delivery or performance if caused by force majeure or other unforeseeable, extraordinary, and unavoidable circumstances beyond the Supplier’s control, such as natural disasters, strikes, official measures, shortages of energy or raw materials, pandemics, or supply chain disruptions. In such cases, the Supplier’s performance obligations shall be reasonably extended.

§12 Final Provisions

(1)   Should individual provisions of these General Terms and Conditions be wholly or partially invalid, the validity of the remaining provisions shall remain unaffected. The invalid provision shall be replaced by the statutory provision.

(2)   All amendments or supplements to these General Terms and Conditions must be made in writing. This also applies to any waiver of the written form requirement itself.