1. Scope of Application

The following terms and conditions apply to all deliveries and services of Noble Protection Film GmbH, Im Rollfeld 38, 76532 Baden-Baden (hereinafter "NPF" or "Seller"). These General Terms and Conditions apply exclusively to businesses. For contracts with consumers, statutory regulations apply.

Only the General Terms and Conditions of Noble Protection Film GmbH apply. If the customer also uses General Terms and Conditions, the contract is concluded even without express agreement on the inclusion of General Terms and Conditions. To the extent that the various General Terms and Conditions are consistent in content, they are deemed agreed. In place of conflicting individual provisions, the provisions of non-mandatory law apply.

2. Tolerances and Deviations

2.1 Product Tolerances

The dimensions of the films are subject to production-related tolerances. The dimensions may deviate from the specified values within a range of +/- 1%.

2.2 Custom Orders and Color Matching

Color match samples approved by the buyer are solely decisive for final production. Templates, drawings, etc. produced by Noble Protection Film GmbH remain NPF property, even if they are separately invoiced to the customer. Minor color deviations do not constitute a defect.

The customer ensures that they are authorized to use the items provided by Noble Protection Film GmbH (e.g. trademarks, logos, etc.) to the extent commissioned and indemnifies NPF against claims by third parties in this respect. Over- or under-deliveries of up to 10% of the ordered quantity are permissible.

3. Offers and Contract Conclusion

The products and services listed in the print catalog and/or online shop do not constitute a binding offer; they merely represent an invitation to the customer to submit a binding offer to Noble Protection Film GmbH.

Noble Protection Film GmbH reserves property and copyright rights to all documents provided to the customer, such as offers, listings, etc.; they may not be made accessible to third parties unless NPF has given its express written consent to the customer. The offers of Noble Protection Film GmbH are always subject to change. Until confirmation of binding nature by NPF, offers of all kinds are non-binding.

4. Self-Supply

Correct and timely self-supply is reserved. Noble Protection Film GmbH is entitled to withdraw from the contract insofar as it does not receive the delivery item itself. NPF will inform the customer immediately about the non-availability of the delivery item and, in case of withdrawal, will immediately refund the corresponding consideration to the customer.

5. Payment Terms

5.1 Payment Methods

The delivery of products by Noble Protection Film GmbH is made exclusively against advance payment or cash on delivery. Other payment terms must be agreed with NPF. Discounts or reductions must be agreed with Noble Protection Film GmbH. All prices are exclusive of statutory value added tax.

5.2 Right of Retention

In the event of defects, the customer does not have a right of retention, unless the delivery is obviously defective or the customer obviously has a right to refuse acceptance of the work; in such a case, the customer is only entitled to retention insofar as the amount retained is in reasonable proportion to the defects and the anticipated costs of supplementary performance (in particular defect rectification).

The customer is not entitled to assert claims and rights due to defects if the customer has not made due payments and the due amount (including any payments made) is in reasonable proportion to the value of the delivery or work - with defects.

6. Delivery and Transfer of Risk

6.1 Default of Acceptance

In the event that the customer is in default of acceptance or violates other cooperation obligations, they are obliged to compensate for damage incurred, including any additional expenses. In case of default of acceptance, the risk of accidental loss or accidental deterioration of the purchased item passes to the customer at the latest at the time the customer is in default of acceptance.

6.2 Partial Deliveries

Noble Protection Film GmbH is entitled to make partial deliveries, provided this is reasonable for the customer.

6.3 Delivery Delays

In case of delivery delays due to force majeure or due to unforeseeable circumstances not attributable to Noble Protection Film GmbH, such as mobilization, war, operational disruptions, strikes, lockouts, or official orders, the agreed delivery period shall be extended by a reasonable amount.

6.4 Transfer of Risk

If the goods are shipped to the customer at the customer's request, the risk of accidental loss or accidental deterioration of the goods passes to the customer upon handover of the goods to the shipping company/freight forwarder.

7. Retention of Title

7.1 Transfer of Ownership

The delivery item remains the property of Noble Protection Film GmbH until fulfillment of all claims due to NPF against the customer from the business relationship.

7.2 Processing

The customer is permitted to process the delivery item or combine it with other objects. The processing or combination (hereinafter together: "Processing") is carried out for Noble Protection Film GmbH; the object resulting from processing is referred to as "New Goods". The customer stores the new goods for NPF with the care of a prudent merchant.

In case of processing with other objects not belonging to Noble Protection Film GmbH, NPF is entitled to co-ownership of the new goods in the amount of the share resulting from the ratio of the value of the processed delivery item to the value of the other processed goods at the time of processing.

7.3 Assignment of Claims

In the event of the sale of the delivery item or the new goods, the customer hereby assigns their claim from resale against the purchaser with all ancillary rights to Noble Protection Film GmbH as security, without the need for any further special declarations. The assignment applies including any balance claims. However, the assignment only applies to the amount corresponding to the price invoiced by NPF for the delivery item.

7.4 Collection Authorization

Until revocation, the customer is authorized to collect the claims assigned in these provisions (retention of title). The customer will immediately forward payments made on the assigned claims to Noble Protection Film GmbH up to the amount of the secured claim.

If there is an important reason, in particular in case of payment default, suspension of payments, opening of insolvency proceedings, protest of bills of exchange, or justified indications of over-indebtedness or imminent insolvency of the customer, Noble Protection Film GmbH is entitled to revoke the customer's collection authorization.

7.5 Customer Obligations

During the existence of the retention of title, pledging or transfer of ownership as security is prohibited for the customer. Resale is only permitted to resellers in the ordinary course of business and only under the conditions that payment of the equivalent value of the delivery item is made to the customer.

In case of seizures, confiscation, or other dispositions or interventions by third parties, the customer must immediately notify Noble Protection Film GmbH.

7.6 Release of Security Rights

Insofar as the realizable value of all security rights due to Noble Protection Film GmbH exceeds the amount of all secured claims by more than 10%, NPF will, at the customer's request, release a corresponding portion of the security rights. NPF has the choice between different security rights when releasing.

7.7 Demand for Surrender

In case of breaches of duty by the customer, in particular in case of payment default, Noble Protection Film GmbH is entitled, even without setting a deadline, to demand the surrender of the delivery item/new goods and/or to withdraw from the contract; the customer is obliged to surrender. The demand for surrender of the delivery item/new goods does not constitute a declaration of withdrawal by Noble Protection Film GmbH unless this is expressly declared.

8. Liability for Defects

8.1 Insignificant Defects

Claims for defects do not exist in case of only insignificant deviation from the agreed quality or only insignificant impairment of usability.

8.2 Supplementary Performance

Noble Protection Film GmbH is in no case obliged to supply new goods or manufacture them as part of supplementary performance. The right to choose between defect rectification and new delivery is in any case with Noble Protection Film GmbH.

If supplementary performance fails, the customer has the right to reduce or - if a construction service is not the subject of liability for defects - at their option to withdraw from the contract. The application of § 478 para. 1 German Civil Code (BGB) (recourse claim of the entrepreneur) remains unaffected.

8.3 Damages and Self-Remedy

If the customer wants to claim damages instead of performance or carry out self-remedy, the failure of subsequent improvement is only given after the unsuccessful second attempt in this respect. The legal cases of dispensability of setting a deadline remain unaffected.

8.4 Reimbursement of Expenses

Noble Protection Film GmbH bears the expenses necessary for the purpose of examination and supplementary performance, in particular transport and material costs (not: removal and installation costs), if a defect actually exists. However, if a customer's request for defect rectification proves to be unjustified, NPF can demand reimbursement of the resulting costs from the customer.

8.5 Withdrawal

The customer can only withdraw from the contract within the framework of statutory provisions if Noble Protection Film GmbH is responsible for the breach of duty; in case of defects, however, the statutory requirements remain. The customer must declare within a reasonable period after request by NPF whether they withdraw from the contract due to the breach of duty or insist on delivery.

9. Manufacturer Warranty

Noble Protection Film products come with a limited manufacturer warranty with different terms depending on the product:

9.1 Warranty Coverage

The warranty covers yellowing, cracking, fading, delamination, and blistering under normal use and proper maintenance. The warranty requires professional installation by qualified professionals.

9.2 Warranty Exclusions

The warranty does not apply to:

• Improper storage, handling, or installation
• Physical damage from impact, accidents, or abuse
• Damage from chemicals, solvents, or aggressive cleaning agents
• Environmental damage (e.g. extreme weather, industrial dust, bird droppings, tree sap)
• Normal wear and tear
• Modifications or alterations to the film
• Damage from removal or removal attempts
• Installation by unqualified personnel

10. Limitation Period

The limitation period for claims and rights due to defects of the delivery items - regardless of the legal basis - is one year. However, this does not apply in case of fraudulent concealment of the defect, in case of guarantees (§ 444 German Civil Code), in case of intent or gross negligence of Noble Protection Film GmbH or in case of intent or gross negligence of a legal representative or vicarious agent of NPF, in case of damages from injury to life, body, or health, in case of claims under the Product Liability Act, as well as not in the cases of § 438 para. 1 no. 1 German Civil Code (defects in title for immovable property), § 438 para. 1 no. 2 German Civil Code (buildings, items for buildings), § 479 para. 1 German Civil Code (recourse claim of the entrepreneur), or § 634a para. 1 no. 2 German Civil Code (buildings or work whose success consists in the provision of planning or supervision services therefor). The periods mentioned in the preceding sentence are subject to the statutory limitation period.

A change in the burden of proof to the disadvantage of the customer is not associated with the above regulations.

11. Recourse Claims

Recourse claims of the customer/buyer against the seller/Noble Protection Film GmbH according to § 478 German Civil Code (recourse of the entrepreneur) only exist insofar as the customer has not made agreements with their customer that go beyond statutory defect claims.

12. Delivery Delay

12.1 Liability in Case of Default

Noble Protection Film GmbH is liable for delays in performance in cases of intent or gross negligence of NPF or a representative or vicarious agent, as well as in case of a culpable injury to life, body, or health, in case of claims, as well as in case of damages under the Product Liability Act according to legal provisions.

However, the liability of Noble Protection Film GmbH is limited in cases of gross negligence to the contract-typical, foreseeable damage. This limitation of liability does not apply in case of violation of essential contractual obligations.

12.2 Limitation of Liability

Otherwise, the liability of Noble Protection Film GmbH due to delay in performance for damages in addition to performance is limited to 50% and for damages instead of performance is limited to 50% of the value of the delivery/service.

Further claims of the customer are excluded - even after expiration of a deadline for performance set for Noble Protection Film GmbH if applicable.

The above limitation of liability does not apply in case of culpable violation of essential contractual obligations. However, the claim for damages for culpable violation of essential contractual obligations is limited to the contract-typical foreseeable damage, unless another case exists.

A change in the burden of proof to the disadvantage of the customer is not associated with the above regulations. The customer's right to withdraw remains unaffected.

13. Customer Obligations in Film Installation

13.1 Notification Obligation

Insofar as installation costs incurred by the customer exceed €5,000, the customer will inform Noble Protection Film GmbH of this.

13.2 Qualified Installation

The customer will install the delivery items by qualified personnel and observe the installation instructions of Noble Protection Film GmbH.

13.3 Substrate Inspection

The substrate (e.g. car paint, window glass, etc.) must be checked by the customer before installation for suitability (e.g. suitable adhesion and compatibility of film and adhesive layer with the substrate).

14. Liability

14.1 Limits of Liability

In all cases of contractual and non-contractual liability, Noble Protection Film GmbH provides damages exclusively within the framework of the following limits:

• In case of intent, Noble Protection Film GmbH is liable according to legal provisions. NPF is also liable in case of absence of a quality for which a guarantee was assumed.
• In case of gross negligence, Noble Protection Film GmbH is only liable to the extent of the contract-typical foreseeable damage that was to be prevented by the violated obligation.
• In case of gross negligence of a simple vicarious agent, liability for violation of non-essential contractual obligations is excluded. Essential obligations are obligations whose fulfillment enables the proper execution of the contract in the first place and on whose compliance the contracting party may regularly rely.
• In other cases, Noble Protection Film GmbH is only liable in case of violation of an essential contractual obligation if the contractual purpose is thereby endangered. This liability is limited to the extent of the contract-typical foreseeable damage.
• Insurance coverage: In addition, Noble Protection Film GmbH is liable to the extent that it is insured against the damage incurred, within the scope of insurance coverage and subject to the condition precedent of insurance payment.

14.2 Exceptions

The limitations of liability do not apply to liability for injury to life, body, or health and to liability under the Product Liability Act.

14.3 Limitation Period

The limitation period for the above claims in this § 14 is one year. This does not apply to the above claims in case of intent, gross negligence, and the exceptions according to § 14.2; for these, the statutory limitation period applies. The limitation period begins at the time determined in § 199 para. 1 German Civil Code. It occurs at the latest upon expiration of the maximum periods determined in § 199 para. 3 and 4 German Civil Code.

Liability for delay is determined according to § 12. A change in the burden of proof to the disadvantage of the customer is not associated with the above regulations.

15. Damages in Intermediate Trade

Noble Protection Film GmbH is not responsible for defects in the delivery that it obtains from third parties and delivers unchanged to the customer, unless NPF has assumed a guarantee. Responsibility in case of intent or negligence remains unaffected.

16. Set-Off Against Claims

Set-off by the customer against claims of Noble Protection Film GmbH is only permissible with counterclaims of the customer to the extent of defect rectification or completion costs and with undisputed or legally established claims.

17. Place of Jurisdiction

17.1 Businesses

If the customer is a merchant, legal entity under public law, or special fund under public law, the exclusive place of jurisdiction for all disputes arising from this contract is the court responsible for the seat of Noble Protection Film GmbH.

The same applies if the customer does not have a general place of jurisdiction in Germany or if the place of residence or habitual abode is not known at the time the action is filed. Noble Protection Film GmbH remains entitled to bring an action or initiate other court proceedings at the general place of jurisdiction of the customer.

17.2 Consumers

If the customer is not a merchant, legal entity under public law, or special fund under public law, the statutory regulation applies.

18. Applicable Law

The law of the Federal Republic of Germany applies exclusively without the reference provisions of private international law and to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).

19. Place of Performance

Place of performance is Baden-Baden.

20. Invalidity of Individual Provisions

20.1 Severability Clause

Should individual provisions of this contract be or become invalid, the validity of the remaining provisions remains unaffected.

20.2 Replacement of Invalid Provisions

Insofar as the invalidity of provisions does not result from a violation of regulations on General Terms and Conditions according to §§ 305 et seq. German Civil Code, a valid provision shall be deemed agreed in place of the invalid provision that comes closest economically to the content of the invalid provision.

21. Contact Information

For questions about these Terms and Conditions or for inquiries, please contact us: