1. Validity

We shall supply and obtain services exclusively under the terms and conditions of business set out below. Any agreements to the contrary must have our express written consent. No rights or claims shall be assigned without our consent.

2. Scope of delivery

Offers will not be binding. Oral agreements, agreements made over the telephone, and agreements made by representatives will only become valid when they have been confirmed by us in writing. If there are no mutual written contractual interpretations, our confirmation of order will be the exclusive basis for the scope of our contractual obligation. If there is subsequently any justified doubt concerning the financial solvency of the purchaser, we shall be entitled, as we see fit, to request either that payment be made in cash or that securities be lodged, and we shall further be entitled to withdraw from the contract should such a request prove fruitless.

3. Delivery period

Delivery periods will not be binding. Partial deliveries will be permitted. If an agreed delivery date is exceeded by more than 4 weeks, the purchaser will be entitled to grant us an appropriate additional period of time in which to make the delivery. This period must not, however, be less than a further 6 weeks. The purchaser will only be entitled to withdraw from the contract after the additional period of time that has been set has expired. Its withdrawal must, however, be carried out in writing and without delay. If no declaration is received within a further two weeks after the additional period of time has expired, we shall be entitled to take this as an indication that the purchaser has waived its right of withdrawal.

4. Dispatch and
the passing of risk

We shall exercise our best judgment and the greatest care with regard to dispatch and packaging. We shall only insure the consignment against breakage, transportation damage, and fire damage if requested to do so by the purchaser. If the goods being supplied by us have been dispatched or collected in compliance with the contract, the risk of accidental destruction of the goods will pass to the purchaser. This will also be the case if carriage-paid delivery has been agreed.

5. Terms and conditions
of payment

If no terms and conditions of payment have been agreed, payments must be credited to us within a period of 30 days after the date of invoice. These payments must be made without deductions to one of the accounts nominated by us. The amount payable must not be offset against any receivables, unless this is undisputed or has been determined by a court of law.
If a number of deliveries have been agreed, we shall not be obliged to make them, either under this or any other contract, if there is a delay in making a payment. On the contrary, all financial obligations under the current business relationship will immediately become due for payment. In such a case, we shall be entitled to request payment in advance, step by step, for the delivery of goods under all existing contracts of sale.
We shall make a small-quantity surcharge of 15 Euros when small quantities with an invoice value of less than 100 Euros are purchased.
If the customer withdraws without reason from the contract, we are entitled to charge the effort and damage thus incurred to the customer.

6. Comprehensive
reservation of title

The goods will remain our property, including after they have been dispatched and delivered. The purchaser will be entitled to dispose of these reserved goods in proper business transactions, provided it has not fallen into arrears. Pledging and transfer of ownership by way of security will not be permitted. Receivables incurred from the further sale of the reserved goods or on any other legal basis (insurance, unauthorized act) will be transferred to us in full by the purchaser by way of security when the contract is concluded. If the value of the transferred receivables exceeds our claims by more than 20%, we shall release them if requested to do so.
We grant the purchaser the revocable authority to collect on its own account and in its own name the receivables due to it that have been transferred to us. We shall be able to revoke this authority to collect the debts if the purchaser fails to meet its financial obligations in the way it should. If third parties have access to the reserved goods, the purchaser must notify us without delay and must indemnify us against all costs and damages. In the event of any breach of contract, in particular any delay in making a payment, we shall be entitled to take back the reserved goods, or, if appropriate, to request assignment of the rights to recover against third parties. Taking back or seizure of the reserved goods must not be regarded as withdrawal from the contract.

7. Warranty

We shall be liable for improving or re-supplying, as we see fit, free of charge all those parts or services that, within a period of 12 months calculated from the day of risk transfer, become unusable, or whose usefulness becomes considerably impaired as a consequence of circumstance prevailing at the time before the risk transfer, in particular because of defective design, poor materials, or faulty workmanship.
If such defects are identified, they must be reported to us in writing without delay. The right to make claims because of defects will, however, become statute-barred 6 months from the time of the first complaint. The obligation under warranty will expire if the goods that have been supplied are modified or repaired by the purchaser or a third party. There shall be no further claims against us, in particular claims for compensation for damage that has not been suffered by the supplied goods themselves, except in the case of intent or gross negligence, or where the goods lack a promised characteristic.

8. Impossibility

If it subsequently turns out that we are unable to make the contractually promised delivery through no fault of our own, any claims for damages will be limited to 10% of the value of the goods concerned. Continued disruption of deliveries due to force majeure, strikes, and such like, will also entitle us to withdraw from the contract prior to fulfillment.

9. Applicable law

It is agreed that Austrian law will be used for all contractual relationships, in particular for deliveries abroad. If a provision of these business relationships is or becomes invalid, this does not affect the validity of the other provisions. In this case, the invalid provision is to be amicably replaced with a provision that comes legally closest in purpose to the invalid provision. The General Terms and Conditions of the Austrian electrical and electronics industry in their latest version are to be used as an interpretation aid here.

10. Place of jurisdiction and
place of performance

The place of fulfilment and the place of jurisdiction agreed among general merchants is Vienna. In addition, for legal action that we file against merchants who have their registered business office in the Federal Republic of Germany, Munich, Germany, is agreed as another optional place of jurisdiction.

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