General Terms and Conditions

The following General Terms and Conditions (AGB) apply to all contracts, deliveries and other services provided by SIFAT Road Safety GmbH (hereinafter referred to as the “Provider”) to its customers worldwide. They apply to sales, rentals, leasing, services and online transactions.

These General Terms and Conditions apply to all business relationships, regardless of whether they arise through direct sales, trade partners, trade fairs or online platforms.

These General Terms and Conditions apply worldwide, including to deliveries abroad outside the EU.

The customer's terms and conditions shall not apply, even if we do not expressly object to their application in an individual case. The sole exception is where we expressly agree to the deviating terms in writing.

Our offers, whether contained in the online shop or in other advertising materials, or prepared at the customer's request, are non-binding.

Contracts are concluded only upon our express order confirmation in text form or upon delivery.

Online orders constitute a binding offer to enter into a contract. Immediately upon receipt of the offer, we will send the customer an acknowledgement of receipt, which does not constitute acceptance of the offer. The offer shall be deemed accepted by us only once we declare our acceptance to the customer in text form or dispatch the goods.

The customer undertakes to ensure that all documents and information necessary for the performance of our activities are provided to us in a timely, accurate and complete manner.

If the customer fails to provide any required cooperation, fails to do so in a timely manner or fails to do so in the agreed manner, any resulting costs incurred by the customer (e.g. due to delays or additional work) shall be borne by the customer.

Our prices are net amounts in EURO. They do not include statutory taxes, transport costs, insurance, customs duties or similar charges.

For international transactions, the customer shall bear all import costs, in particular customs duties and similar charges.

Unless otherwise agreed, payments against invoices are due within 14 days of the invoice date without deduction.

The customer shall have no right of set-off or retention against our claim unless the counterclaim is undisputed or has been established by a final and binding court decision.

For deliveries subject to advance payment, we are entitled to sell the goods to other parties at any time if we do not receive payment within five working days of our acceptance of the offer. In this case, dispatch shall take place only while stocks last.

Unless expressly agreed otherwise, we shall select an appropriate shipping method and carrier at our reasonable discretion.

All stated delivery dates are non-binding unless they are expressly agreed in text form and designated as “binding”. If the goods are dispatched in accordance with the agreements made with the customer and we have not undertaken any additional installation, assembly or similar work, our obligation is limited to the timely and proper handover of the goods to the carrier, and we are not responsible for delays caused by the carrier. Any shipping time stated by us (the period between our handover to the carrier and delivery to the customer) is therefore non-binding in these cases.

Dispatch shall be at the customer's risk and expense. Where our obligation is limited to dispatching the goods (paragraph 2), the risk of accidental destruction, accidental damage or accidental loss of the goods supplied shall also pass to the customer upon handover of the goods to the carrier.

If the customer fails to accept goods duly offered for delivery (default in acceptance), any further storage and processing of the goods shall be at the customer's expense and risk.

Any installation and commissioning work offered as an option must be commissioned and paid for separately.

We retain title to the goods supplied by us until the purchase price for the goods concerned has been paid in full (including VAT and shipping costs). For international deliveries, we retain title until all claims arising from the business relationship have been settled.

Without our prior written consent, the customer is not entitled to dispose of the title to goods supplied by us that remain subject to retention of title (“goods subject to retention of title”). Disposal of the customer's legal interest in the goods subject to retention of title (the so-called expectant right) remains permissible provided that the third party is informed of our title.

The customer is entitled to remove any marking on the goods identifying them as the seller's property only after payment has been made in full within the meaning of paragraph 1.

The customer is obliged to treat the goods subject to retention of title with due care.

If third parties, in particular bailiffs, take enforcement action against or otherwise interfere with the goods subject to retention of title, the customer shall draw attention to our title and notify us without delay so that we can enforce our ownership rights.

In the event of default in payment, we are entitled to demand the return of the goods subject to retention of title, provided that we have withdrawn from the contract.

Under rental and leasing agreements, we retain ownership of the rented/leased item. The customer does not acquire ownership even after all instalments have been paid in full, unless a purchase option has been expressly agreed. The customer must not sell, pledge, give away, rent out or lend the rented/leased item, or transfer ownership of it by way of security. The customer must keep the rented/leased item free from third-party rights.

The customer is obliged to use and maintain the rented/leased item properly. In particular, the customer must ensure that the rented/leased item is handled and maintained in accordance with the operating instructions within the scope of the contractually agreed purpose of use, and is kept in a safe operating condition at all times.

Subsequent modifications, additional installations, painting and lettering on the rented/leased item are permitted only with our prior written consent. At our request, the customer must restore the item to its original condition at the end of the agreement at the customer's own expense, unless we have waived this requirement in writing. The customer is entitled to remove any additions installed by the customer at the end of the agreement, provided that the original condition is restored. Modifications and installations give rise to a claim against us for compensation only if we have consented to the work in writing and only if and to the extent that an increase in the value of the rented/leased item attributable to those modifications remains at the time of return.

To the extent that the agreement includes repairs or maintenance work, we shall bear or advance the associated costs. Where we bear repair costs, costs of repairs necessitated by improper handling of the rented/leased item will not be reimbursed. Costs of replacement items and consequential damage are likewise not covered by the costs of repairs and maintenance work. Repairs may be carried out only by us or by partners authorised by us in text form.

The customer is liable in accordance with statutory provisions for destruction, loss, damage and diminution in value of the rented/leased item and its equipment, and for the costs of any resulting downtime. The customer must adequately insure the rented/leased item against all usual risks, identify us to the insurer as the owner and provide us with proof of insurance.

Irrespective of the termination provisions of the rental/leasing agreement, both parties have the right to terminate the agreement for good cause without notice. Termination without notice by the provider may be justified in particular where payment arrears amount to two monthly instalments, where the rented/leased item is used in breach of the agreement or where insurance cover ceases.

At the end of the contractual term, the rented/leased item, together with all accessories and documentation provided, must be returned to our place of business in Berlin at the customer's expense or made available for collection by us or by third parties appointed by us. On return, the rented/leased item must be in a condition consistent with its age and contractual use, free from damage and safe to operate. Normal wear and tear does not constitute damage. On return, a joint report on the condition of the rented/leased item shall be prepared and signed by both contracting parties or their authorised representatives.

If the rented/leased item is not returned on time without our written consent, the customer must pay, for each day it is withheld, a basic amount of 1/30 of the monthly rental/leasing instalment agreed for the contractual term, together with the costs caused by the withholding. In all other respects, the customer's obligations shall continue to apply accordingly during the period of withholding.

Services such as training, maintenance, remote support or set-up assistance are provided only under a separate agreement. The nature and scope of the services are determined by the relevant service description.

Our services are provided by suitably qualified staff in accordance with the recognised state of the art at the relevant time and with reasonable care.

Service obligations may be subcontracted to third parties only with the customer's express prior consent in text form.

Software supplied with the goods remains our intellectual property. The customer is granted a non-exclusive, non-transferable right to use the software supplied with the goods in connection with the use of those goods.

Digital content (e.g. software, configurations) that is not associated with a tangible item is provided exclusively by electronic means and may be subject to individual licensing.

We provide information on available updates (updates, bug fixes, enhancements) on our website (sifat.de) and make them available for download to the extent covered by the relevant agreement. If the licensee fails to install updates provided by the licensor, the licensor shall not be liable for any lack of conformity with the agreement attributable to the absence of the relevant update, provided that the licensor has informed the licensee of the consequences of failing to install the update or installing it improperly, and that such failure or improper installation is not attributable to defective installation instructions provided by the licensor.

The customer is not entitled to make copies of the software or to decompile it, except for the purposes of contractual use or backup. The customer may transfer the rights granted to it in the software to a third party only if ownership of the relevant product (in particular, the hardware product) is transferred to that third party at the same time and the customer retains no copies of the software. Any other transfer of the software to third parties is prohibited.

Examining the software to determine its functionality, architecture or other components (reverse engineering) is prohibited. Any obligation to disclose the software's source code is excluded to the extent permitted by law.

Where open-source components are used, they are subject to their respective licences.

The warranty period for the sale of newly manufactured goods is 12 months from delivery.

The customer must carefully inspect the goods immediately upon receipt. The delivered goods shall be deemed to have been accepted by the customer unless a defect is reported to us in text form (i) in the case of obvious defects, within seven working days of delivery or (ii) otherwise, within fourteen working days of discovery of the defect.

If the delivered goods are defective, we may choose between remedying the defect and delivering an item free from defects.

If supplementary performance pursuant to paragraph 3 fails, is unreasonable for the customer or is refused by us, the customer shall, in each case in accordance with the applicable law, be entitled to withdraw from the purchase contract, reduce the purchase price or claim damages or reimbursement of expenditure incurred in vain. However, the special provisions of section 11 of these General Terms and Conditions shall apply to the customer's claims for damages.

Our liability for delays in delivery in cases of ordinary negligence is limited to 10% of the respective purchase price (including VAT).

In other cases of ordinary negligence, we shall not be liable unless there is a breach of essential contractual obligations. Essential contractual obligations include the obligation to deliver and install the item supplied, to ensure that it is free from defects in title and from material defects that impair its functionality or fitness for use to more than an insignificant extent, as well as duties to advise, protect and exercise care that are intended to enable the customer to use the item supplied in accordance with the contract or to protect the life or physical safety of the customer's personnel or the customer's property against substantial damage.

Where we are liable in principle for damages, such liability shall be limited to losses which the seller foresaw at the time the contract was concluded as a possible consequence of a breach of contract or which the seller ought to have foreseen had customary care been exercised. Furthermore, indirect and consequential losses resulting from defects in the item supplied shall be recoverable only to the extent that such losses are typically to be expected when the item supplied is used as intended.

Our liability for losses arising from data loss is excluded to the extent that such losses arise because recovery is impossible or more difficult due to missing or inadequate data backups.

Where we provide technical information or advice and such information or advice does not form part of the contractually agreed scope of services owed by us, it is provided free of charge and to the exclusion of all liability.

The above limitations of liability shall not apply in cases of intent or gross negligence, or to our liability for guaranteed characteristics within the meaning of section 444 of the German Civil Code (BGB), for injury to life, body or health, or under the German Product Liability Act (Produkthaftungsgesetz).

The above exclusions and limitations of liability shall apply to the same extent for the benefit of our governing bodies, legal representatives, employees and other persons engaged by us to perform our obligations.

Personal data shall be processed and stored only in accordance with the applicable statutory provisions, in particular the General Data Protection Regulation (DSGVO) and the German Federal Data Protection Act (BDSG).

The customer undertakes to comply with data protection requirements, particularly when using our simulators and cloud-based services.

Details are set out in the privacy policy available on our website and, where applicable, in a separate data processing agreement.

For deliveries to locations outside the Federal Republic of Germany, the customer must observe and comply with any special export regulations, country-specific authorisation requirements or customs regulations.

Our products may be subject to export control regulations. The customer undertakes to comply with all applicable national and international export and customs regulations. Exports to embargoed countries or to sanctioned persons or organisations are prohibited.

For deliveries outside the EU, the customer shall bear the consequences of delays caused by official measures, in particular customs clearance, or political events.

Contracts with the customer shall be concluded exclusively in German or English. If the customer places an order via our German-language website, only the German version of these General Terms and Conditions shall be authoritative. If the order is placed via our English-language website, only the English version of these General Terms and Conditions shall be authoritative. English terms accompanied by their corresponding German terms shall always have the meaning of the respective German term.

Subject to mandatory provisions of private international law, the contracts and business relationships between us and the customer shall be governed by the law of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG). International jurisdiction shall lie with the courts of Germany.

If the customer is a merchant within the meaning of section 1(1) of the German Commercial Code (HGB), a legal entity under public law or a special fund under public law, the courts of Berlin, Germany, shall have exclusive jurisdiction over all disputes arising out of or in connection with the contractual relationship concerned.

This section governs all services provided by the provider in connection with events, trade fair appearances, roadshows, product launches, driver training, coaching, team-building activities, demonstration runs and other functions at which the provider supplies simulators, technical infrastructure, personnel and/or logistics (hereinafter referred to as an “Event”).

Each Event booking shall be based on an individual quotation from the provider specifying the scope of services, venue, period, set-up and dismantling times, hardware and software to be used, personnel, logistics and the agreed net order value. The contract shall be concluded upon the provider's order confirmation in text form.

Unless otherwise agreed, 30% of the net order value shall be payable as a deposit within 14 days of order confirmation, a further 40% no later than 30 days before the start of the Event, and the remaining balance within 14 days of the end of the Event, without deduction.

The customer shall ensure in good time that all necessary conditions are in place at the venue, in particular suitable installation and stand areas with a level surface of adequate load-bearing capacity, an adequate power supply complying with applicable standards (including CEE connections for motion systems), climate control, secure access and delivery routes, storage areas and Wi-Fi/internet access for online simulations and telemetry. The customer shall bear any additional expenses arising from a failure to provide the required conditions in good time or in accordance with the contract.

The customer shall be responsible for all official permits and registrations (GEMA, the relevant statutory accident insurance institution (Berufsgenossenschaft), customs, and the organiser's stand regulations), as well as compliance with the applicable house rules, safety, fire protection and occupational health and safety regulations at the venue. The provider shall offer advisory support but shall not be obliged to submit applications unless expressly commissioned to do so.

The provider shall be entitled to engage qualified subcontractors, freight forwarders, event hosts and hostesses, promotional staff and service personnel to deliver the Event. The provider shall be liable for them as for its own vicarious agents, subject to the provisions of these General Terms and Conditions.

Audio recordings, photographs and video recordings of the simulators supplied, the personnel and the provider's brand and design elements shall require prior consent in text form insofar as they go beyond customary editorial or private reporting (e.g. commercial advertising, social media campaigns or sponsor integration). The provider shall, in turn, be entitled to create and use photographic and video material of its own set-up free of charge for its own reference and marketing purposes, provided that this does not conflict with any legitimate interests of the customer; recordings of identifiable individuals shall be made only with their consent.

Third-party brands, logos and vehicle liveries shall be used only insofar as the customer holds the necessary rights of use and provides evidence of these to the provider upon request. The customer shall indemnify the provider against third-party claims arising from a culpable infringement of these rights.

In accordance with statutory provisions, the customer shall be liable for damage to the simulators, hardware, screens and accessories supplied that is caused during the Event by the customer, its employees, guests or third parties engaged by it. The provider recommends taking out event organiser's liability insurance and electronic equipment insurance; upon request, the provider shall be named as a co-insured party.

The provider shall be entitled to cancel the Event for good cause, in particular if the safety of persons or equipment cannot be guaranteed, official requirements or venue instructions make it impossible to hold the Event, or the customer fails to make payments due despite being given a deadline. In such cases, the provider shall retain its entitlement to remuneration in accordance with the cancellation rates (paragraph 13), applied as in the case of cancellation by the customer.

The following conditions shall apply to cancellation of a booked Event by the customer. The first day of the Event as confirmed in writing shall be the reference date (excluding set-up). Cancellation must be made in text form (an email to sales@sifat.de is sufficient); the date on which the provider receives the cancellation notice shall determine the calculation of the notice period.

Cancellation charges shall be calculated on the basis of the agreed net order value of the Event (including simulator provision, personnel, logistics and set-up, but excluding official fees and third-party costs pursuant to paragraph 14).

Cancellation more than 60 days before the start of the Event: 15% of the order value (flat-rate administration and reservation fee). Cancellation 60 to 45 days before the start of the Event: 30%. Cancellation 44 to 30 days before the start of the Event: 50%. Cancellation 29 to 15 days before the start of the Event: 75%. Cancellation 14 to 4 days before the start of the Event: 90%. Cancellation 3 days or less before the start of the Event, on the day of the Event or in the event of non-attendance (no-show): 100% of the order value.

Third-party costs already incurred or no longer cancellable (e.g. stand space, freight forwarders and transport service providers, event hosts and hostesses and promotional staff, catering services, overnight accommodation, charter services, special materials and other commissioned third-party services) shall be charged to the customer at their actual amount in addition to the above rates. The provider shall make reasonable efforts to reduce these costs.

The customer shall retain the right to demonstrate that the provider has suffered no loss or a substantially lower loss. The provider shall likewise retain the right to demonstrate a higher actual loss.

Postponement of the Event date by the customer shall not be treated as cancellation, provided that the replacement date falls within 6 months, is confirmed by the provider in text form and the agreed resources are available. Otherwise, the cancellation rates shall apply accordingly. A flat-rate administration fee of 5% of the order value may be charged for rescheduling.

If the Event cannot be held due to force majeure (e.g. war, natural events, strikes or failure of critical infrastructure at the venue), 25% of the net order value shall become payable as flat-rate compensation; the customer shall additionally reimburse third-party costs already incurred that can no longer be cancelled (paragraph 14), as well as preparatory services demonstrably performed.

If the provider cancels an Event for reasons for which it is responsible, any payments already made shall be refunded in full without undue delay. Any further claims shall be governed by the liability provisions of these General Terms and Conditions (section 11).

A consumer within the meaning of Section 13 of the German Civil Code (BGB) is any natural person who enters into a legal transaction for purposes that are predominantly outside their trade, business or self-employed professional activity. The provider's offering is primarily intended for business customers (B2B); the following provisions apply only where a contract is concluded with a consumer in an individual case.

Right of withdrawal: 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 on which you, or a third party designated by you who is not the carrier, take possession of the goods. In the case of delivery in several part shipments, the period begins on the day on which you or a third party designated by you take possession of the last part shipment.

To exercise your right of withdrawal, you must inform us (SIFAT Road Safety GmbH, Brunsbütteler Damm 448, 13591 Berlin, Deutschland, email: sales@sifat.de) of your decision to withdraw from this contract by means of an unequivocal statement (e.g. by post or email). You may use the statutory model withdrawal form for this purpose, but this is not mandatory. To meet the withdrawal deadline, it is sufficient for you to send your communication concerning the exercise of the right of withdrawal before the withdrawal period expires.

Consequences of withdrawal: If you withdraw from this contract, we will reimburse all payments received from you, including delivery costs (except for the additional costs arising from your choice of a type of delivery other than the least expensive standard delivery offered by us), without undue delay and no later than fourteen days from the day on which we receive your notice of withdrawal. We will make this reimbursement using the same means of payment that you used for the original transaction, unless expressly agreed otherwise with you; in no event will you incur any fees as a result of this reimbursement.

We may withhold reimbursement until we have received the goods back or you have supplied evidence that you have sent the goods back, whichever is earlier. You must send back or hand over the goods to us without undue delay and in any event no later than fourteen days from the day on which you inform us of your withdrawal from this contract. The deadline is met if you send the goods before the fourteen-day period has expired.

You will bear the direct cost of returning the goods. For bulky goods that cannot be returned by normal post (in particular simulators, motion systems, transport crates/flight cases), return costs are estimated at up to approximately €1,500 per shipment within the EU and may be higher for worldwide returns. The exact amount depends on the destination, the shipment volume and the freight forwarder selected.

You are only liable for any diminished value of the goods resulting from handling other than what is necessary to establish the nature, characteristics and functioning of the goods.

Exclusion and early expiry of the right of withdrawal: The right of withdrawal does not apply to contracts for the supply of goods that are not prefabricated and whose manufacture is determined by an individual choice or decision by the consumer, or that are clearly personalised to the consumer's requirements (e.g. individually configured simulators, special paint finishes, customer-specific liveries). It expires early in the case of contracts for the supply of sealed goods that are not suitable for return for reasons of health protection or hygiene if their seal has been removed after delivery, and in the case of contracts for the supply of audio or video recordings or computer software in sealed packaging if the seal has been removed after delivery.

In the case of contracts for the provision of services (e.g. driver training, coaching, event activations), the right of withdrawal expires when the provider has fully performed the service and only began performance after the consumer had given their express consent and at the same time acknowledged that they would lose their right of withdrawal once the provider had fully performed the contract.

Model withdrawal form: To SIFAT Road Safety GmbH, Brunsbütteler Damm 448, 13591 Berlin, sales@sifat.de — I/We (*) hereby give notice that I/We (*) withdraw from my/our (*) contract for the purchase of the following goods (*)/the provision of the following service (*): __________ — Ordered on (*)/received on (*): __________ — Name of consumer(s): __________ — Address of consumer(s): __________ — Signature of consumer(s) (only if this form is submitted on paper): __________ — Date: __________ — (*) Delete as appropriate.

Business customers (Section 14 of the German Civil Code (BGB)), legal entities under public law and special funds under public law have no statutory right of withdrawal; only the other provisions of these General Terms and Conditions apply to them.

Should any individual provision of these General Terms and Conditions be or become invalid, the validity of the remaining provisions shall remain unaffected.

Insofar as the contract or these General Terms and Conditions contain gaps or are partially invalid, such legally valid provisions as the contracting parties would have agreed upon in accordance with the economic objectives of the contract and the purpose of these General Terms and Conditions had they been aware of the gap shall be deemed agreed for the purpose of filling those gaps.

Ancillary agreements, amendments and additions may only be made in writing. This also applies to any amendment of the written form clause itself, unless this conflicts with the precedence of individually agreed terms pursuant to Section 305b of the German Civil Code (BGB).