General
Terms and Conditions of Sale

1. These General Terms and Conditions of Sale (hereinafter “GTCS”) apply exclusively to all contractual relationships between Stackfleth Gongs and the respective customer. Any terms and conditions of the customer that deviate from, contradict, or supplement these GTCS shall not become part of the contract unless Stackfleth Gongs has expressly agreed to their validity in writing. These GTCS shall also apply if Stackfleth Gongs, with knowledge of the customer’s deviating or conflicting terms, performs the contractually owed service without reservation.

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2. All agreements made between Stackfleth Gongs and the customer in connection with the performance of this contract must be in writing to be valid.

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3. Employees of Stackfleth Gongs are not authorized to make supplementary agreements that are not part of the written contract.

1. Offers by Stackfleth Gongs do not constitute binding commitments and are subject to complete and timely self-supply by our suppliers. A contract is only concluded upon issuance of the invoice by Stackfleth Gongs and receipt of full payment, or, at the latest, by acceptance of the delivered goods by the customer.

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2. Stackfleth Gongs expressly reserves all ownership and copyright rights to documents, drawings, designs, or other materials attached to the offer, order confirmation, or delivery. Transmission, publication, or any use by third parties is only permitted with prior written consent from Stackfleth Gongs. All such materials must be returned to Stackfleth Gongs upon request if no contract is concluded.

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3. Intellectual property rights such as patents, licenses, copyrights, source codes, documentation, and utility models of Stackfleth Gongs shall not be transferred unless expressly agreed in writing.

1. All prices indicated by Stackfleth Gongs are ex works, including German VAT (19%) and standard packaging by Stackfleth Gongs. Special packaging, installation, assembly, transport, and transport insurance costs are not included and will be charged separately.

2. Taxes, duties, fees, and other public charges shall be borne by the customer.

3. Full payment of the purchase price is due upon invoicing to the business account of Stackfleth Gongs. Payments become due immediately if the customer culpably fails to fulfill material contractual obligations, or if Stackfleth Gongs becomes aware of circumstances indicating a deterioration of the customer’s creditworthiness, particularly suspension of payments and/or initiation of insolvency proceedings. In such cases, Stackfleth Gongs is entitled to withhold outstanding deliveries and services or to render them only against advance payment or security.

4. In case of payment default by the customer, Stackfleth Gongs may charge default interest of at least 8 percentage points above the base rate (§288 BGB). Higher damages caused by delay may be claimed if Stackfleth Gongs can prove them.

5. Production begins only after receipt of full payment.

1. Deliveries shall be made to the delivery address provided by the customer unless otherwise agreed. The customer must ensure the correctness and timeliness of the delivery address. If delivery to the customer is not possible and the goods are returned to Stackfleth Gongs for this reason, the customer shall bear the costs of the unsuccessful shipment, unless the customer is not responsible for the circumstances leading to the failed delivery.

2. Upon handover, the risk of accidental deterioration and accidental loss of the goods passes to the customer or an authorized recipient. If the customer is an entrepreneur, the risk passes upon delivery of the goods to a suitable transport person at the business or production site of Stackfleth Gongs.

3. Delivery dates or deadlines (whether binding or non-binding) must be agreed in writing.

4. Delays in delivery or performance due to force majeure or other events that significantly impede or render delivery impossible (e.g. strikes, lockouts, official orders, denial of import/export/transit permits, customs issues, etc.), even if occurring at Stackfleth Gongs’ suppliers or their subcontractors, shall not be attributable to Stackfleth Gongs. Stackfleth Gongs is entitled to postpone delivery/performance for the duration of the impediment plus a reasonable start-up period or to withdraw from the contract in whole or in part without further legal consequences. Indicated delivery dates are subject to proper and timely supply of Stackfleth Gongs by suppliers and manufacturers.

5. If the impediment lasts more than four months, the purchaser may withdraw from the contract regarding the unfulfilled part after setting a reasonable grace period with refusal warning. Extended delivery times or release from obligation shall not entitle the purchaser to claims for damages. Stackfleth Gongs may only invoke such circumstances if the purchaser is promptly notified.

6. Claims for damages due to non-performance or delayed performance are excluded unless caused by intent or gross negligence of Stackfleth Gongs or its agents.

7. Partial deliveries and partial services may be made at any time.

8. Proper and timely self-supply by Stackfleth Gongs remains reserved.

9. If the purchaser is in default of acceptance, Stackfleth Gongs may claim compensation for the resulting damages, particularly storage of the goods at the purchaser’s expense. Upon default of acceptance, the risk of accidental deterioration and loss passes to the purchaser.

10. If Stackfleth Gongs is responsible for failing to meet binding deadlines and is in default, the purchaser’s claim for delay damages is limited to 5% of the net value of the affected delivery. Delay damages are limited to 0.1% of the net value of the affected delivery per completed calendar week. Further claims are excluded unless caused by gross negligence or intent of Stackfleth Gongs.

11. If the purchaser is in default of acceptance, they shall pay Stackfleth Gongs lump-sum storage costs of 1% of the purchase price per week, up to a maximum of 20%, without proof. Higher storage costs may be claimed by proof.

12. If the purchaser refuses acceptance after expiration of a grace period, remains silent on a written acceptance request, or declares they will not accept the goods, Stackfleth Gongs may refuse performance and claim damages for non-performance. Stackfleth Gongs may choose to claim either 20% of the gross purchase price as lump-sum damages (unless the purchaser proves lower damages) or compensation for actual damages.

The risk passes to the purchaser once the consignment is handed over to the transport company or has left the warehouse of Stackfleth Gongs for dispatch. If dispatch becomes impossible without fault of Stackfleth Gongs, risk transfers to the purchaser upon notification of readiness for dispatch.

1. The contractual products are manufactured with due care. The parties acknowledge that the products are handmade and that scratches and other optical imperfections are unavoidable; these do not constitute defects and do not give rise to warranty claims. Processing marks are a sign of quality.

2. Stackfleth Gongs warrants that the products are generally described accurately in the product information and are usable within this framework. Technical data and descriptions in the product information do not constitute guaranteed characteristics.

3. Where no consumer purchase applies, the provisions on consumer sales (§§474–479 BGB) do not apply. Claims based on legal or material defects expire within one year from delivery to the customer. Minor deviations from the agreed product specifications do not entitle the customer to warranty claims. Defects must be notified to Stackfleth Gongs in writing without delay, but no later than one week after receipt of the goods. Hidden defects must be reported in writing immediately upon discovery (§377 HGB). If defects are not reported in time, the goods are deemed accepted.

4. The purchaser’s warranty rights are initially limited to rectification or replacement by Stackfleth Gongs. If these fail, the purchaser may reduce the price or withdraw from the contract. Rectification is deemed to have failed after two unsuccessful attempts unless otherwise indicated by the circumstances.

5. If inspection of a defect notification reveals no warranty case, Stackfleth Gongs may demand reimbursement of expenses. Shipping, inspection, and repair costs are charged at the current service rates.

6. Warranty does not apply to natural wear and tear or damages caused after transfer of risk due to improper handling, excessive use, or improper modifications/repairs by the purchaser or third parties.

7. Warranty rights are only available to the direct purchaser and are not transferable, except where the purchaser resells newly manufactured goods in the course of business. In that case, the purchaser has recourse claims against Stackfleth Gongs, excluding damages. The purchaser must limit warranty claims of their customer to repair or replacement and ensure Stackfleth Gongs’ obligations are maintained. Reimbursement claims under consumer resale expire within two years, otherwise within one year from delivery. Further recourse claims expire two months after fulfilling the customer’s claims, or at the latest five years after delivery by Stackfleth Gongs. These provisions do not apply to deliveries outside Germany.

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8. The above paragraphs conclusively regulate warranty rights and exclude other claims, unless caused by intent or gross negligence, liability for injury to life or health, or under the Product Liability Act.

Stackfleth Gongs is liable for intent and gross negligence. Liability for simple negligence is excluded. Unless contrary to statutory law, liability is limited to direct damages and in any case to the amount covered by the existing business and product liability insurance. Liability under the Product Liability Act remains unaffected.

1. Stackfleth Gongs retains ownership of the goods until all claims arising from the business relationship have been settled. The purchaser may resell the goods in the ordinary course of business, but hereby assigns all claims from such resale to Stackfleth Gongs as security. The purchaser remains authorized to collect these claims, but Stackfleth Gongs may revoke this authorization if the purchaser fails to fulfill payment obligations. Stackfleth Gongs undertakes not to collect such claims as long as the purchaser complies with obligations and is not in default or insolvency.

2. The purchaser may not pledge or assign the goods as security. In the event of seizure or other interference by third parties, the purchaser must notify Stackfleth Gongs immediately.

3. In case of breach of contract by the purchaser, especially payment default, Stackfleth Gongs may demand return of the goods.

4. Assertion of retention of title or seizure by Stackfleth Gongs does not constitute withdrawal from the contract.

1. If a third party asserts legitimate claims against the purchaser for infringement of industrial property rights or copyrights (“IP rights”) by products supplied by Stackfleth Gongs and used in accordance with the contract, Stackfleth Gongs is liable as follows:

a) At its discretion and expense, Stackfleth Gongs will obtain a right of use, modify the product to avoid infringement, or replace the product. If this is not possible on reasonable terms, Stackfleth Gongs will take back the product against reimbursement of the purchase price.

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b) These claims only apply if the purchaser promptly notifies Stackfleth Gongs in writing, does not acknowledge the alleged infringement, and leaves defense measures to Stackfleth Gongs. If the purchaser ceases use of the product, they must state to the third party that this does not constitute recognition of infringement.

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2. Claims are excluded if the infringement is attributable to the purchaser, especially due to specific requirements, unforeseeable use, modifications, or combination with third-party products. Requested logos are not checked for patent rights and remain the purchaser’s responsibility.

3. Patents, licenses, and other intellectual property of Stackfleth Gongs are not transferred. This also applies to copyrights and documentation.

4. All trademarks on the products remain property of Stackfleth Gongs. Any use requires written consent.

Export of products from Germany may be subject to German or EU export regulations. The purchaser is solely responsible for obtaining the necessary permits and ensuring compliance up to the end user. Duties and taxes are usually payable and vary depending on value and type of goods; customers should check with customs before ordering.

1. Right of withdrawal for consumers (a consumer is any natural person concluding a transaction for purposes not primarily related to their trade or self-employment): You have the right to withdraw from this contract within fourteen days without giving any reason. The withdrawal period is fourteen days from the day you or a third party designated by you (other than the carrier) has taken possession of the goods. To exercise your right, you must inform us

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Stackfleth Gongs

Felix Stackfleth

Leverkusenstraße 13

D-22761 Hamburg

info@stackfleth-gongs.de

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by a clear statement (e.g. letter by post or e-mail) of your decision to withdraw. Timely dispatch of the withdrawal notice before expiry of the period is sufficient.

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2. Consequences of withdrawal: If you withdraw, we will reimburse all payments received, including delivery costs (except additional costs for a delivery method other than the standard offered), without undue delay and at the latest within fourteen days from receipt of your notice. Reimbursement will be made using the same payment method as the original transaction, unless expressly agreed otherwise; no fees will be charged for the refund.

3. We may withhold reimbursement until we have received the goods back. You must return or hand over the goods without undue delay, and in any event within fourteen days from notification of withdrawal. The deadline is met if you dispatch the goods before expiry of the fourteen-day period. You bear the direct costs of returning the goods. You are liable for any diminished value if it results from handling beyond what is necessary to establish the nature, characteristics, and functioning of the goods.

4. Exclusion of withdrawal: The right of withdrawal does not apply to contracts for the supply of goods which are not prefabricated and for whose production an individual choice or determination by the consumer is decisive, or which are clearly tailored to the personal needs of the consumer.

1. Place of performance for both parties’ obligations is Hamburg, Germany.

2. Place of jurisdiction for disputes arising from the contractual relationship is Hamburg.

3. The contractual relationship is primarily governed by the German Commercial Code (HGB) and the German Civil Code (BGB), otherwise by German law.

4. Should any provision of these GTCS be invalid, the remaining provisions remain effective. The parties undertake to replace invalid provisions with economically equivalent ones.

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Stackfleth Gongs

Leverkusenstraße 13

D-22761 Hamburg

info@stackfleth-gongs.de

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​Germany Ust-IdNr. (VAT#) DE355454273

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