General Terms and Conditions for the Webshop of IOSONO GmbH

(as of March 2011)

§ 1    Scope, Definitions

(1)     These General Terms and Conditions in the version currently valid at the time the order is placed shall apply to any and all business relations between you as customer and us, IOSONO GmbH (hereinafter also referred to as "IOSONO") initiated and transacted in our webshop. Any terms and conditions of the ordering party deviating from these General Terms and Conditions shall not apply unless IOSONO expressly consents to their applicability in writing.

(2)     The products and services offered in our webshop are available for both consumers and entrepreneurs provided that they are end-users. Within the meaning of these General Terms and Conditions, (i) "Consumer" shall be each individual who enters into the purchase contract for purposes other than pursuing his or her own trade, business, or independent profession (Sec. 13 German Civil Code, BGB) and (ii) "Entrepreneur" shall be any individual or legal entity or a partnership with legal personality who or which, when entering into a the contract, acts in exercising his, her, or its trade, business, or independent profession (Sec. 14 German Civil Code, BGB).

§ 2    Conclusion of Contract

(1)     The products and services offered in our webshop shall not be considered an offer to enter into a contract but merely invitatio ad offerendum, i.e., an invitation to place an order only.

(2)     By placing an order, you make an offer to enter into a purchase or service contract. A contract regarding online services and software downloads comes into existence at the time we send an order confirmation. Contracts involving a delivery of products come into existence at the time the ordered item is sent to you. Confirmation of receipt of your order does not constitute acceptance of such order but is solely for your information that we have received the order.

§ 3    Consumer's Right of Revocation, Exclusion of Revocation

(1)     You as customer have a right of revocation. The prerequisites and consequences of such right of revocation are set out in the below advice.

Advice of the Right of Revocation

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Right of Revocation:

You may revoke your declaration to conclude a contract without stating a reason within a period of 14 days in text form (e.g., by letter, facsimile, e-mail) or, if the item was placed at your disposal prior to the expiry of this period, by returning it. The period shall commence upon receipt of this advice in text form, however, not prior to the delivery of the item to the consignee (in the case of recurring delivery of similar items, not prior to receipt of the first partial delivery), nor before the fulfillment of our duties to inform pursuant to Art. 246 Sec. 2 in conjunction with Sec. 1 Paras. 1 and 2 Introductory Law of the Civil Code (EGBGB) as well as our duties pursuant to Sec. 312e Para. 1 Cl. 1 German Civil Code (BGB) in conjunction with Art. 246 Sec. 3 Introductory Law of the Civil Code (EGBGB) The timely dispatch of the revocation or the item to the following address shall be deemed sufficient for compliance with the revocation period:

IOSONO GmbH
Erich-Kästner-Str. 1
99094 Erfurt
Facsimile: +49 (0)361 / 5 11 43 - 677
E-Mail: order@iosono-sound.com

Consequences of Revocation

In case of an effective revocation, the performances received by either party as well as any benefits that may have been accrued (e.g., interests) shall be returned. Should you be unable to return the performance received from us either in whole or in part or in deteriorated condition only, you must insofar compensate such value. This does not apply if such deterioration is entirely attributable to the examination of the item received - as it would have been possible for you in, for instance, a retail store. In any other respects, you can avoid the obligation to compensate for any deterioration of the item caused by the intended use by not using the item as your own property and by refraining from any and all acts that impair the item's value.

Items suitable for shipment by parcel shall be returned at our risk. You shall bear the cost of returning them if the delivered items are in conformity with those ordered and if the price of the items returned does not exceed an amount of 40 Euros or if, in excess of such amount and at the time of revocation, you have not yet rendered counter-performance or any partial payment as contractually agreed. In all other cases, return delivery is free of charge for you. Items not suitable for shipment by parcel will be collected from you. Obligations to refund payments must be met within 30 days, for you starting upon sending of the revocation, for us upon receipt thereof.

End of Advice

(2)     Pursuant to Sec. 312d Para. 4 German Civil Code (BGB), the right of revocation is excluded in cases of

a)      supply of goods produced according to customer specifications or clearly tailored to personal needs or which, by reason of their nature, are not suitable for return (e.g., downloaded software or software sent by email), and

b)      delivery of audio or video recordings (e.g., CDs, DVDs, Bluerays) or of software where the seal (or protection cover) on the data carriers has been broken by the consumer.

§ 4    Prices, Terms of Payment, Retention of Title

(1)     Unless otherwise agreed, the list prices valid upon conclusion of the contract and displayed on our website www.iosono-sound.com shall apply. Default shall occur 14 days after issue of the invoice.

(2)     Payments shall be made to the account of IOSONO GmbH at Commerzbank Erfurt, bank sorting code 820 400 00, account no. 1049600 00 or via PayPal.

(3)     The ordering party may only set off if its counterclaims have been determined in a legally final manner, are unchallenged, or were acknowledged by us. Furthermore, the ordering party may exercise a right of retention only insofar as the counterclaim is based on the same contractual relationship.

(4)     Ordering parties residing outside Germany must pay cash before delivery or use PayPal for payment. Bank transfer fees in connection with transfers from abroad shall be borne by the ordering party.

(5)     We retain title to the sold items until the purchase price has been fully paid. If you default in payment for more than 10 days, we may rescind the contract and request the return of the items.

§ 5    Terms of Delivery

(1)     The products and services will be delivered as agreed with you. Any shipping costs are stated in the product description and are shown separately on the invoice. Delivery dates and periods are binding if confirmed by us only.

(2)     In case we fail to supply or fail to do so as contractually agreed, you must allow and set us a grace period to achieve performance. Otherwise, you are not allowed to rescind the contract.

§ 6    Warranties

(1)     If you are a consumer within the meaning of Sec. 13 German Civil Code (BGB), statutory warranty applies. If you are an entrepreneur within the meaning of Sec. 14 German Civil Code (BGB), the following warranties apply for purchase contracts:

(a)     In case of a defect, IOSONO shall render subsequent performance. As subsequent performance, IOSONO may at its own choice either remedy the defect or deliver products or services free of defects.

(b)     In case we are not willing or prepared to render subsequent performance, you may at your own choice either rescind the contract or reduce the purchase price. The same applies if the subsequent performance has failed, is not reasonably acceptable for you, or is unreasonably delayed for reasons attributable to us.

(c)     Claims based on defects shall become time-barred within one year. This also applies for damage claims and claims for reimbursement of expenses based on defects, except for damages or expenses resulting from an intentional or grossly negligent violation of a duty, breach of a guarantee, or from harm to life, physical injury, or harm to health.

(2)     You acknowledge and agree that it is not possible with the current state of technology to develop software products in such a way that they are completely free of defects when used under any conditions. Therefore, software products are subject to the following warranty limitations:

(1)     Any software product of IOSONO ("IOSONO Software") ordered by you is principally in conformance with the product description contained in the documentation. However, the statements contained in such documentation shall not constitute guarantee of condition or durability within the meaning of Sec. 443 German Civil Code (BGB).

(b)     The IOSONO Software shows a defect in quality if any feature listed in the documentation is not given, the IOSONO Software produces wrong results or is interrupted uncontrollably, or is otherwise dysfunctional. IOSONO is only liable for defects which existed upon delivery of the IOSONO Software or upon acceptance, if acceptance has been agreed.

§ 7    Liability, Damages

(1)     IOSONO is liable for damages only if and to the extent stated in litt. a) to e) below:

(a)     IOSONO is fully liable for damages caused intentionally or by gross negligence;

(b)     for damages resulting from a breach of a written guarantee, IOSONO is liable only in the amount of the costumer's pecuniary interest covered by the warranty and apparent to IOSONO when issuing the guarantee;

(c)     in case of product liability, IOSONO is liable under the German Product Liability Act (ProdHG);

(d)     in case of a breach of duties material to the contract based on slight negligence, liability of IOSONO shall be limited to damages that IOSONO had to expect to typically occur at the time the contract was concluded, taking into account all circumstances known at that time. Duties material to the contract are fundamental duties being essential for the conclusion of the contract for the customer and on whose performance the customer may rely;

(e)     IOSONO is fully liable for damages resulting from harm to life, physical injury, and/or harm to health.

(2)     In any other respects, IOSONO's liabilty for damages in excess of the above and irrespective of the legal grounds shall be excluded.

(3)     IOSONO shall not be liable for the loss or destruction of data unless caused by an intentional or grossly negligent violation of a contractual or statutory duty. In such case, IOSONO is liable only within the scope of the above provisions and only in the amount required for recovering the data, given due and reasonable data backup by the customer, whereas the term reasonable refers to the significance of the data for the customer.

(4)     Damage claims and claims for reimbursement of expenses shall become time-barred within twelve months, except for the claims under Para. 1 cif. a) to c) and e) above. With respect to the commencement of the limitation period, Sec. 199 Para. 1 German Civil Code (BGB) applies. Sec. 199 Paras. 2 to 4 German Civil Code (BGB) shall remain unaffected.

(5)     As far as liability of IOSONO is excluded under these provisions, this shall also apply for the liability of its bodies and vicarious agents, in particular employees.

§ 8    Software-Specific Provisions

(1)     Should your order include the delivery of software, such software is subject to the provisions of the applicable Licensing Terms and Conditions. IOSONO Software can only be ordered if you agree to the applicable Licensing Terms and Conditions (Opt-In).

(2)     It is your responsibility to ensure that software or software bundles ordered suit your purposes and are compatible with your infrastructure, systems, and processes.

§ 9    Data Protection

(1)     Any and all personal data you provide us with will be collected, processed, and stored by us in accordance with the German data protection laws exclusively.

(2)     To process the contract concluded with you, it is necessary to use your personal data. Any exceeding use requires your express consent. For details on the data collected and their respective use, please see our privacy policy.

§ 10  Identity of Service Provider, Contact Details

(1)     This webshop is provided by

IOSONO GmbH
Erich-Kästner-Str. 1, 99094 Erfurt
Germany 

Phone: +49 (0) 361 / 51143 - 670
Fax: +49 (0) 361 / 51143 - 677
E-mail order@iosono-sound.com

VAT ID: DE 241450170

Commercial Register: Amtsgericht Jena HRB 306742
Managing Director: Olaf Stepputat

(2)     Objections shall be addressed to the above address.

§ 11  Final Provisions

(1)     German laws shall apply to the exclusion of the United Nations Sales Convention (CISG).

(2)     Where the ordering party is a merchant, the exclusive place of jurisdiction for any and all disputes shall be the statutory seat of IOSONO GmbH in Erfurt. We may however also bring an action against the ordering party at its, his, or her general legal venue.

(3)     Should individual provisions of these General Terms and Conditions be or become ineffective, then the remaining provisions shall remain unaffected thereby. The ineffective provision shall be replaced by a provision that corresponds to the purpose of the ineffective provision to the largest extent possible.

IOSONO GmbH, Erfurt