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Styria Electronics

Legal

General Terms and Conditions of Sale (AGB)

Mechatronics – business-to-business transactions · Version 2021

  1. 01Scope

    • These terms and conditions apply between us (Styria Electronics – András Nagy) and natural and legal persons (the "Customer") to the business transaction in question and to all future transactions, even if not expressly referred to in individual cases, in particular in the case of future supplementary or follow-up orders.
    • The version of our AGB in force at the time the contract is concluded applies in each case; it is available on our website (styria-electronics.at) and was also provided to the Customer.
    • We contract exclusively on the basis of our AGB.
    • The Customer's terms and conditions or amendments to and supplements of our AGB require our express written consent in order to apply.
    • The Customer's terms and conditions are not accepted even if we do not expressly object to them after their receipt.

  2. 02Offers, Conclusion of Contract

    • Our offers are non-binding.
    • Undertakings, warranties and guarantees on our part or agreements deviating from these AGB in connection with the conclusion of the contract become binding only upon our written confirmation.
    • Information about our products and services contained in catalogues, price lists, brochures, trade fair displays, circulars, advertising mailings or other media that cannot be attributed to us must be presented to us by the Customer if the Customer bases the decision to place an order on them. If the Customer fails to do so, such information is non-binding insofar as it has not been expressly declared to be part of the contract in writing.
    • Estimates are provided without guarantee and are chargeable.

  3. 03Prices

    • Price information is generally not to be understood as a lump-sum price.
    • For services ordered by the Customer that are not covered by the original order, we are entitled to reasonable remuneration in the absence of an agreed fee.
    • Price information is understood as excluding the statutory value added tax applicable at the time and ex warehouse. Packaging, transport, loading and shipping costs as well as customs duties and insurance are for the Customer's account.
    • The Customer must arrange for the proper and environmentally sound disposal of waste material. If we are separately commissioned to do so, this shall be additionally remunerated to the agreed extent or, in the absence of an agreement on remuneration, at a reasonable rate.
    • We are entitled, and also obliged at the Customer's request, to adjust the agreed fees if changes of at least 10% in labor costs or other cost factors necessary for the performance of the service have occurred since the contract was concluded.
    • The fee in continuing obligations is agreed as value-secured according to the VPI 2010 (Austrian price index).
    • Travel, daily allowance and overnight costs are billed separately. Travel time counts as working time.

  4. 04Customer-Supplied Materials

    • If devices or other materials are supplied by the Customer, we are entitled to charge a handling surcharge of 10% of their value.
    • Supplied devices and materials are not subject to warranty. The quality and operational readiness of supplied items are the Customer's responsibility.

  5. 05Payment

    • One third of the fee is due at the conclusion of the contract, one third at the start of performance and the remainder upon completion.
    • The entitlement to a cash discount requires an express written agreement.
    • Appropriations of payment made by the Customer on transfer slips are not binding for us.
    • In the event of late payment, we are entitled to suspend services from ongoing contractual relationships and to assert due claims.
    • If the payment deadline is exceeded, granted concessions lapse and are added to the invoice.
    • The Customer reimburses the costs necessary to make claims enforceable (dunning costs, debt collection fees, lawyer's fees).
    • Pursuant to § 456 UGB (Austrian Commercial Code), we charge 9.2 percentage points above the base rate in the event of culpable late payment.
    • For dunning notices in culpable late payment, dunning fees of EUR 15.00 per dunning notice apply, insofar as this is reasonable.
    • The Customer may set off claims only to the extent that counterclaims have been established by a court or recognized by us.

  6. 06Creditworthiness Check

    • The Customer consents to their data being transmitted to the state-privileged creditor protection associations (AKV, ÖVC, ISA, KSV1870) for the purpose of creditor protection.

  7. 07Customer Cooperation Obligations

    • Our obligation to perform begins at the earliest once technical details have been clarified, legal prerequisites have been created, agreed advance payments have been received and cooperation obligations have been fulfilled.
    • The Customer ensures that work can begin immediately upon arrival of our staff.
    • The Customer must arrange any required approvals from third parties and official notifications at their own expense.
    • The quantities of energy and water required for performance and test operation must be provided by the Customer.
    • The Customer provides lockable rooms for staff and materials free of charge.
    • The Customer is liable for the structural, technical and legal prerequisites as well as for the flawless, operational and compatible condition of their installations.
    • The Customer provides, without being asked, the necessary information about concealed pipes, escape routes, obstacles, sources of danger and structural data.
    • The Customer alone bears responsibility for the design and functionality of supplied parts.
    • The Customer is not entitled to assign claims and rights without our written consent.

  8. 08Performance of Services

    • We are only obliged to take account of subsequent change requests if they are technically necessary in order to achieve the purpose of the contract.
    • Minor changes that are reasonable for the Customer and objectively justified are deemed approved in advance.
    • If the order is amended or supplemented, the performance period extends by an appropriate amount.
    • If the Customer desires a shorter execution period, this constitutes a contract amendment with a corresponding adjustment of the fee.
    • Objectively justified partial deliveries and services are permitted and may be invoiced separately.
    • If delivery on call is agreed, the item is deemed called off at the latest six months after the order.

  9. 09Delivery and Performance Deadlines

    • Delivery and performance deadlines and dates are binding for us only if they have been defined in writing.
    • Deadlines shift in the event of force majeure, strikes or delays not caused by our fault at suppliers.
    • If the start or execution is delayed for reasons attributable to the Customer, performance deadlines extend accordingly.
    • For storage that becomes necessary, 1% of the invoice amount per commenced month may be charged.
    • In the event of withdrawal due to default, the Customer must set a grace period by registered letter with the threat of withdrawal.

  10. 10Transfer of Risk

    • Risk passes to the entrepreneurial Customer as soon as we hold the item ready for collection, deliver it in or hand it over to a carrier.
    • The Customer shall take out appropriate insurance; at the Customer's request, we will take out transport insurance at the Customer's expense.

  11. 11Delay in Acceptance

    • If the Customer remains in delay of acceptance for more than 4 weeks, we may dispose of the specified devices and materials in another way.
    • In the event of delay in acceptance, we are entitled to store the goods against a storage fee.
    • In the event of justified withdrawal, we may demand liquidated damages of 20% of the gross order value; claiming higher damages remains permissible.

  12. 12Retention of Title

    • Delivered, installed or handed over goods remain our property until full payment.
    • Resale is permitted only with prior notice and our consent; the purchase price claim is deemed assigned.
    • In the event of late payment, we are entitled to reclaim the goods subject to retention of title.
    • The Customer shall notify us without delay before insolvency proceedings are opened or the goods subject to retention of title are attached.
    • Until full payment, the item may not be pledged or encumbered with rights of third parties.

  13. 13Third-Party Intellectual Property Rights

    • For deliverables manufactured according to the Customer's documents, the Customer warrants that third-party intellectual property rights are not infringed.
    • If property rights are asserted, we are entitled to suspend production until the matter is clarified, unless the lack of entitlement is obvious.
    • The Customer shall hold us harmless from any claims and costs in this respect.

  14. 14Our Intellectual Property

    • Deliverables, execution documents, plans, sketches, estimates and software that we supplied or that arose through our contribution remain our intellectual property.
    • Their use, disclosure, duplication and exploitation require our express consent.
    • The Customer undertakes to keep confidential the knowledge conveyed to them.

  15. 15Warranty

    • The warranty period is one year from handover.
    • The Customer must prove that the defect existed at the time of handover.
    • Notice of defects must be made without delay, at the latest within 5 working days, in writing and with an accurate description of the error.
    • We must be allowed at least two attempts to remedy defects.
    • We can avert a claim of rescission by repair or appropriate price reduction, provided no essential irremediable defect exists.
    • For items manufactured according to the Customer's specifications: warranty only for execution in accordance with the specified conditions.

  16. 16Liability

    • We are liable for financial losses only in the case of intent or gross negligence.
    • Liability is limited to the maximum amount of any liability insurance that may have been taken out.
    • Claims for damages must be asserted in court within two years.
    • Exclusion of liability for damages due to improper handling, overstrain, incorrect assembly/maintenance or natural wear.
    • Insofar as the Customer can claim insurance benefits, our liability is limited to the disadvantages arising for the Customer from them.

  17. 17Severability Clause

    • If individual parts of these AGB are invalid, the validity of the remaining parts remains unaffected.
    • The parties undertake to agree a replacement regulation that comes closest to the economic result of the invalid provision.

  18. 18General Provisions

    • Austrian law applies. The UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.
    • Place of performance is the company's registered seat.
    • Place of jurisdiction is the court locally responsible for our registered seat.
    • The Customer must notify us of changes to name, company name, address or legal form in writing without delay.