1. Scope

These general conditions apply to legal transactions between businesses and consumers. These General Terms and Conditions apply to all deliveries of goods and services, including repairs, even if these deliveries and services are made without reference to or use of these General Terms and Conditions. By placing an order or at the latest by accepting the goods or services, the customer acknowledges these General Terms and Conditions. Amendments or side agreements require our written confirmation by authorized representatives to be valid and apply only to the respective individual business case unless explicitly agreed otherwise (e.g., framework contract). Our other employees are not authorized to agree to amendments or side agreements to these General Terms and Conditions. Conflicting contractual terms of the customer are expressly rejected.

2. Offer

2.1 Offers from the seller are non-binding. The contract is only concluded through our written order confirmation sent by e-mail or through delivery or performance. We are entitled to reject orders without stating reasons.

2.2 All offer and project documents may not be duplicated or made accessible to third parties without the seller’s consent. They can be reclaimed at any time and must be returned to the seller immediately if the order is placed elsewhere.

2.3 Our prices are non-binding and do not include VAT and any ancillary services free from our warehouse.

3. Conclusion of Contract

3.1 The contract is deemed concluded when the seller has sent a written order confirmation or delivery after receiving the order.

3.2 No warranty claims or liabilities can be derived from statements on our websites, catalogs, brochures, advertising materials, or written or oral statements that are not included in the contract.

3.3 Subsequent amendments and additions to these terms require written confirmation to be valid.

4. Delivery/Shipping

4.1 The delivery period begins with the latest of the following dates: a) Date of the order confirmation b) Date of fulfillment of all technical, commercial, and other requirements incumbent on the buyer; c) Date on which the seller receives an advance payment or security to be provided before delivery of the goods.

4.2 The seller is entitled to make partial or advance deliveries and invoice them.

4.3 If unforeseen or circumstances independent of the parties’ will occur, such as all cases of force majeure, which prevent compliance with the agreed delivery period, this period is extended in any case by the duration of these circumstances; this includes in particular armed conflicts, official interventions and prohibitions, transport and customs delays, transport damages, shortage of energy and raw materials, labor conflicts, and the failure of a significant, hard-to-replace supplier. These aforementioned circumstances also entitle to an extension of the delivery period if they occur at the suppliers.

4.4 Shipping is at the customer’s expense and risk. Delivery is made without special instructions from the customer to the best of our discretion and without warranty for choosing the fastest and cheapest dispatch. Packaging material is not taken back. Goods correctly delivered by us are only taken back by prior arrangement. Only entire packaging units that are originally packaged and correspond to the current sales program are taken back. Special productions are not taken back under any circumstances. If returned within eight days of delivery, no deduction is made (goodwill). For returns after eight days from delivery, we charge a handling fee of 20% of the order value, but at least EUR 20 per order.

4.5 The seller has the right to employ subcontractors for all deliveries and service components.

5. Transfer of Risk and Place of Performance

5.1 Unless otherwise agreed, the delivery of the goods is considered sold EXW according to INCOTERMS® 2020.

5.2 For services, the place of performance is the one specified in the written order confirmation, secondarily where the service is actually provided by the seller. The risk for a service or an agreed partial service passes to the buyer upon its provision.

6. Payment

6.1 Hardware is generally prepaid 100% directly after the online order in the webshop. No discount is allowed.

6.2 In the case of partial invoices, the corresponding partial payments are due upon receipt of the respective invoice. This also applies to billing amounts arising from subsequent deliveries or other agreements beyond the original conclusion amount, regardless of the payment terms agreed for the main delivery.

6.3 Payments are to be made without any deduction free to the seller’s payment point in the agreed currency. Acceptance of checks or bills of exchange is excluded.

6.4 The buyer is not entitled to withhold payments or offset them due to warranty claims or other counterclaims.

6.5 A payment is considered made on the day the seller can dispose of it.

6.6 If the buyer is in default with an agreed payment or other performance from this or other legal transactions, the seller can, without prejudice to his other rights, a) defer the fulfillment of his obligations until this payment or other performance is made and claim a reasonable extension of the delivery period, b) make all outstanding claims from this or other legal transactions due and charge default interest from the respective due date, unless the seller proves higher costs, c) in the case of qualified inability to pay, i.e., after two defaults in payment, fulfill other legal transactions only against prepayment.

In any case, the seller is entitled to charge pre-litigation costs, in particular reminder fees and attorney fees, according to the applicable statutory provisions.

6.7 The seller retains ownership of all goods delivered by him until full payment of the invoice amounts plus interest and costs. The buyer hereby assigns his claim from a resale of reserved goods, even if they have been processed, transformed, or mixed, to the seller to secure his purchase price claim. The buyer is authorized to dispose of the goods subject to retention of title in the event of a resale with deferred payment only on the condition that he simultaneously notifies the second buyer of the security assignment or notes the assignment in his business books. At the request, the buyer must inform the seller of the assigned claim and its debtors and provide all necessary information and documents for the collection of the claim and notify the third-party debtor of the assignment. In case of attachment or other claims, the buyer is obliged to refer to the seller’s ownership and notify the seller immediately.

6.8. The seller has the right to transmit the invoice electronically.

7. Warranty and Liability for Defects

7.1 The seller is obliged, provided the agreed payment terms are observed, to remedy any defect that impairs functionality and exists at the time of transfer of risk due to a defect in design, material, or workmanship following the following provisions. No warranty claims can be derived from statements on our websites, catalogs, brochures, advertising materials, or written or oral statements that are not included in the contract.

7.2 Unless otherwise agreed, the statutory warranty period applies. The warranty period begins at the time of the transfer of risk according to point 5.

7.3 If the delivery or service is delayed for reasons beyond the seller’s control, the warranty period begins two weeks after the seller’s readiness to deliver or perform.

7.4 The warranty claim requires that the buyer has notified the defects in writing within the statutory period, and the notification reaches the seller. The buyer must prove the existence of the defect within a reasonable period, in particular by making the documents or data available to the seller. In the event of a warranty-requiring defect according to point 7.1, the seller must either remedy the defective goods or parts at the place of performance at his discretion or have them sent for repair or reduce the price adequately.

7.5 If a product is manufactured by the seller based on design specifications, drawings, models, or other specifications of the buyer, the seller’s liability only extends to the condition-compliant execution.

7.6 Unless otherwise agreed, such defects are excluded from the warranty resulting from improper arrangement and assembly not carried out by the seller, insufficient setup, disregard of installation requirements and usage conditions, overuse of the parts beyond the performance specified by the seller, negligent or incorrect handling, and the use of unsuitable operating materials; this also applies to defects due to material provided by the buyer. The seller is also not liable for damages resulting from acts of third parties, atmospheric discharges, overvoltages, and chemical, physical, thermal, mechanical, or weather influences. The warranty does not cover the replacement of parts subject to natural wear and tear.

7.7 The warranty expires immediately if the buyer or a third party not expressly authorized by the seller makes changes or repairs to the delivered items without written consent from the seller.

7.8 The provisions of points 7.1 to 7.7 also apply mutatis mutandis to any liability for defects for other legal reasons.

8. Withdrawal from the Contract

8.1 The prerequisite for the buyer’s withdrawal from the contract is, unless a more specific regulation is made, a delay in delivery attributable to gross negligence of the seller and the unsuccessful expiry of a reasonable grace period set. The withdrawal must be declared by registered letter.

8.2 Regardless of his other rights, the seller is entitled to withdraw from the contract, a) if the execution of the delivery or the start or continuation of the service becomes impossible for reasons attributable to the buyer or, despite setting a reasonable grace period, is further delayed, b) if concerns about the buyer’s creditworthiness have arisen and the buyer neither makes an advance payment at the seller’s request nor provides suitable security before delivery, c) if the extension of the delivery period due to the circumstances mentioned in point 4.4 amounts to more than half of the originally agreed delivery period, but at least 6 months, or d) if the buyer does not properly comply with the obligations imposed on him by point 13.

8.3 The withdrawal can also be declared concerning an open part of the delivery or service for the above reasons.

8.4 If insolvency proceedings are opened against the buyer’s assets or an application to open insolvency proceedings is rejected due to insufficient assets, the seller is entitled to withdraw from the contract without setting a grace period. If this withdrawal is exercised, it becomes effective immediately when it is decided that the company will not be continued. If the company is continued, withdrawal becomes effective 6 months after the opening of the insolvency proceedings or the rejection of the application for opening due to insufficient assets. In any case, the contract termination takes effect immediately, provided the insolvency law applicable to the buyer does not oppose it, or if the contract termination is essential to avert severe economic disadvantages for the seller.

8.5 Notwithstanding the seller’s claims for damages, including pre-litigation costs, services or partial services already provided must be settled and paid for according to the contract in case of withdrawal. This also applies insofar as the delivery or service has not yet been taken over by the buyer and for preparatory actions already carried out by the seller. The seller also has the right to demand the return of delivered items instead.

8.6 Other consequences of withdrawal are excluded.

8.7 The assertion of claims by the buyer due to the lapse of the business basis is excluded.

9. Seller’s Liability

9.1 The seller is only liable for damages outside the scope of the Product Liability Act if intent or gross negligence is proven within the framework of the statutory provisions.

9.2 Unless otherwise agreed, liability for slight negligence, except for personal injury, and compensation for consequential damages, pure financial losses, indirect damages, production downtime, financing costs, costs for replacement energy, loss of energy, data or information, lost profits, unrealized savings, interest losses, and damages from third-party claims against the buyer are excluded.

9.3 Unless otherwise agreed, any compensation for damages is excluded if the conditions for installation, commissioning, and use (as contained in operating instructions) or official approval conditions are not met.

9.4 If contractual penalties are agreed upon, the buyer’s claims beyond the respective title are excluded.

9.5 The provisions of point 9 apply conclusively to all claims of the buyer against the seller, regardless of the legal basis and title, and also apply to all employees, subcontractors, and sub-suppliers of the seller.

10. Industrial Property Rights and Copyright

10.1 All intellectual property rights and other intellectual achievements created and/or used by us in connection with the fulfillment of this contract remain our property. No provision of this agreement can be interpreted as a license to use our intellectual property rights, including our trademarks, company names, and business designations.

10.2 If a product is manufactured by the seller based on design specifications, drawings, models, or other specifications of the buyer, the buyer must indemnify and hold harmless the seller from any infringement of property rights.

10.3 Execution documents such as plans, sketches, and other technical documents, as well as samples, catalogs, brochures, illustrations, and the like, remain the intellectual property of the seller and are subject to the relevant statutory provisions concerning reproduction, imitation, competition, etc. Point 2.2 also applies to execution documents.

11. Assertion of Claims

All claims of the buyer must be asserted in court within 3 years from the performance of the services, otherwise, they will be forfeited unless mandatory statutory provisions provide for other periods.

12. Compliance with Export Regulations

12.1 When passing on the goods delivered by the seller and related documentation, regardless of the type of provision or services provided by the seller, including technical support of any kind to third parties, the buyer must comply with the applicable national and international (re-)export regulations. In any case, when passing on the goods or services to third parties, the buyer must comply with the (re-)export regulations of the seller’s country of domicile, in particular those of the European Union, Turkey, other Mediterranean countries, the United Kingdom, the United States of America, Canada, Japan, China, Singapore, Australia, and New Zealand.

12.2 If necessary for export control checks, the buyer must promptly provide the seller with all necessary information, including about the end recipient, end use, and the intended use of the goods or services.

13. General

13.1 If individual provisions of the contract or these terms are or become invalid, the validity of the remaining provisions will not be affected. The invalid provision is to be replaced by a valid one that comes as close as possible to the intended goal.

13.2 The German version of these conditions is considered the authentic version and is also to be used for the interpretation of the contract.

14. Jurisdiction and Law

The competent court at the seller’s principal place of business in Innsbruck, Austria, has exclusive jurisdiction for all disputes arising from the contract – including those about its existence or non-existence. The contract is subject to Austrian law, excluding the referral norms. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.

15. Reservation Clause

The seller’s fulfillment of the contract is subject to the condition that there are no obstacles due to national or international (re-)export regulations, in particular no embargoes and/or other sanctions.

Version 2024