Fair, square and large print: Terms and conditions of sale

Validity
Offers, conclusion of contract
Delivery/service deadlines
Fee/prices
Transfer of risk and shipment
Retention of title and right of retention
Obligations of the client
Warranty
Liability and product liability
Withdrawal from the contract / premature termination of the contract and error
Software
General information

1. validity

1.1 These General Terms and Conditions (hereinafter: GTC) apply to the provision of services by Audio Mobil Elektronik GmbH (hereinafter: Contractor) in legal transactions with entrepreneurs that are not concluded via or in connection with our webshop. In the case of legal transactions with consumers within the meaning of the Austrian Consumer Protection Act (KSchG), these GTC shall apply insofar as they do not contradict mandatory provisions of the KSchG.

1.2 The Contractor shall provide its services exclusively on the basis of these GTC. These shall also apply to all future business relationships, even if no express reference is made to them.

1.3 The Contractor shall provide its services exclusively on the basis of these GTC. Any deviating provisions of the Client shall not be valid and are hereby expressly rejected. Deviating provisions of the Client shall only be valid if the Contractor has expressly agreed to them in writing or signed by the company and insofar as they do not contradict these GTC.

1.4 By ordering or placing an order, the client agrees to these GTC and is bound by them.

1.5 Amendments, collateral agreements, reservations and supplements to these GTC must be made in writing to be legally effective. This also applies to any agreement to deviate from the written form requirement. It is noted that there are no verbal ancillary agreements.

2. offers, conclusion of contract

2.1 The Contractor's offers are subject to change and non-binding.

2.2 The Contractor accepts offers or orders of the Client by written order confirmation or by delivery of the object of purchase or by provision of the service.

2.3 The information about the Contractor's services and products contained in catalogs, price lists, brochures, company information material, leaflets, advertisements on trade fair stands, in circulars, advertising mailings or other media shall be non-binding unless they are expressly declared in writing to be part of the contract. They are only to be understood as an invitation to the Client to place an order.

2.4 The Contractor's cost estimates are prepared without any guarantee of completeness and correctness.

3. delivery/service deadlines

3.1 Delivery/performance deadlines are non-binding unless they have been expressly agreed in writing as binding in the order confirmation or in the individual contract.

3.2 If, after the order has been placed, the order is amended or supplemented for any reason whatsoever, the delivery/performance period shall be extended by a reasonable period.

3.3 Unless otherwise agreed, the delivery period shall commence at the earliest on 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 client
c) Date on which the Contractor receives an agreed advance payment or security deposit.

3.4 If the Contractor is prevented from fulfilling its obligations due to the occurrence of unforeseeable or unavoidable circumstances or circumstances for which the Contractor is not responsible, such as operational disruptions, sovereign measures and interventions, energy supply difficulties, failure of a supplier that is difficult to replace, strike, obstruction of traffic routes, delay in customs clearance or force majeure, the delivery/performance period shall be extended to a reasonable extent. It is irrelevant whether these circumstances occur at the Contractor itself or at one of its suppliers or subcontractors. The Client shall not be entitled to assert claims for damages on the grounds that delivery deadlines have been exceeded, except in the case of gross negligence or intent on the part of the Contractor.

3.5 If fulfillment of the contract becomes impossible for reasons for which the Contractor is not responsible, the Contractor shall be released from its contractual obligations. In this case, the Client shall have no claim for damages / compensation.

3.6 The Contractor is entitled, at its own discretion, to perform the service itself, to use third parties in the provision of contractual services and/or to substitute such services. The content and scope of the service are set out in the order confirmation for the concluded contract.

4. fee/prices

4.1 If an order is placed without a prior offer or if services are performed that were not expressly included in the order, the Contractor may claim the remuneration that corresponds to its price list or its usual remuneration.

4.2 The Contractor is entitled to demand a higher fee or purchase price than agreed if the calculation basis existing at the time the order is placed, such as raw material prices, the exchange rate or personnel costs, changes after the contract is concluded.

4.3 All prices and charges are subject to the applicable statutory value added tax and are ex warehouse. Packaging, transportation, loading and shipping costs as well as customs duties and insurance shall be borne by the customer. Packaging shall only be taken back if expressly agreed.

4.4 Unless otherwise agreed, half of the payment/purchase price shall be due upon receipt of the order confirmation and the remainder upon delivery or readiness for collection and after receipt of the invoice, free of charges and deductions.

4.5 A payment shall be deemed to have been made on time if the Contractor can dispose of it, for example if it is credited to the Contractor's account. Payment dedications of the Client, for example on transfer receipts, are not binding.

4.6 In the event of late payment, 12% p.a. shall be agreed. Should the Contractor claim additional interest as a result of taking out a loan, it shall also be entitled to demand this from the Client. The costs incurred in the event of default for the intervention of collection agencies in accordance with the Ordinance of the Federal Ministry of Economics and Labor on the Maximum Rates of Remuneration Due to Collection Agencies, Federal Law Gazette No. 141/1996 as amended, and the costs of intervening lawyers shall be borne by the Client - insofar as they were necessary for appropriate legal action.

4.7 The benefits agreed upon conclusion of the contract, such as discounts and rebates, shall be granted on condition of timely and complete payment. In the event of a delay with even only a partial performance, the Contractor shall be entitled to charge for this subsequently.

4.8 The assertion of a right of retention and plea of non-performance of the contract by the Client in the event of alleged defects is excluded. Offsetting by the client with counterclaims or with alleged price reduction claims is only permitted if the claim has been legally established or has been recognized in writing by the contractor.

4.9 If the Client is in default with a payment obligation arising from the contractual relationship or any other payment obligation towards the Contractor, the Contractor shall be entitled, without prejudice to other rights, to suspend its obligation to perform until payment by the Client and/or to claim a reasonable extension of the delivery period; to declare all outstanding claims arising from this or other legal transactions due and payable and, if applicable, to collect any delivered items without this releasing the Client from its obligation to perform. These actions shall only constitute a withdrawal from the contract by the Contractor if this has been expressly declared.

4.10. Should the Client's financial circumstances deteriorate, the Contractor shall be entitled to demand immediate payment of the agreed remuneration or the purchase price and to execute the order only against advance payment.

4.11. If a periodically chargeable fee is agreed, for example for service or maintenance services, this shall be due annually at the beginning of a calendar year. If the contract begins or ends during a year, this fee shall be due pro rata. This fee is indexed according to the 1996 consumer price index, whereby the month in which the service or maintenance contract was concluded serves as the starting point. If the CPI 1996 is no longer published, it shall be replaced by the CPI that follows or most closely corresponds to it. Furthermore, the Contractor shall be entitled to adjust a periodically chargeable fee for the reasons stated in point 4.2.

4.12. Costs for travel, daily and overnight allowances as well as packaging shall be invoiced separately for periodically chargeable remuneration. Travel time is considered working time.

5. transfer of risk and shipment

5.1 The risk shall pass to the Client as soon as the Contractor holds the object of purchase/the work ready for collection at the factory or warehouse, irrespective of whether the goods are handed over by the Contractor to a carrier or transporter. Shipment, loading and unloading as well as transportation shall always be at the Client's risk.

5.2 The client approves any appropriate mode of shipment. Transport insurance shall only be taken out on the basis of a written order from the client.

5.3 The Contractor shall be entitled to collect the packaging and shipping costs as well as the fee or the purchase price from the Client on a cash on delivery basis if the Client's financial circumstances deteriorate or a credit limit agreed with the Contractor is exceeded.

5.4 The place of performance shall be the Contractor's company.

6 Retention of title and right of retention

6.1 All goods and products shall remain the property of the Contractor until full payment of the remuneration including ancillary charges by the Client, even if the items to be delivered or manufactured are resold, modified, processed or blended.

6.2 The object of performance/purchase may not be pledged, transferred by way of security or otherwise encumbered with third-party rights until all of the Contractor's claims have been paid in full. In the event of seizure or other claims by third parties, the Client is obliged to point out the Contractor's right of ownership and to inform the Contractor immediately. The provisions contained in these General Terms and Conditions or in the law regarding the time of transfer of risk shall not be changed by the retention of title. The Contractor shall be entitled to demand the immediate surrender of the goods delivered but not yet paid for in full if the Client fails to meet its payment obligations to the Contractor punctually and in full or if bankruptcy or composition proceedings are applied for or opened against the Client's assets, or if the Contractor becomes insolvent.
bankruptcy or composition proceedings are applied for or instituted against the Client's assets, or if bankruptcy proceedings are dismissed for lack of assets to cover bankruptcy costs, or if the Client effectively ceases to make payments or approaches its creditors for the conclusion of an out-of-court settlement. The repossession of the goods by the Contractor shall not be deemed a withdrawal from the contract unless this is agreed separately in writing. If the goods sold subject to retention of title are taken back, the Contractor's right to claim damages for non-performance shall remain unaffected.

6.3 The Client hereby assigns all claims and rights to which it is entitled from the resale, processing, blending or other utilization of the goods and products on account of payment and the Contractor accepts this assignment. Until full payment of the remuneration or purchase price, the Customer shall note this assignment in its books and on its invoices and inform its debtors of this. Upon request, the Client shall provide the Contractor with all documents and information required to assert the assigned claims and entitlements. The costs incurred by the assertion of the Contractor's rights arising from the retention of title shall be borne by the Client.

6.4 In order to secure its claims and to secure claims from other legal transactions, the Contractor shall be entitled to retain the products and goods until all outstanding claims from the business relationship have been settled.

7 Obligations of the client

7.1 In the case of installation by the Contractor, the Client is obliged to ensure that work can begin immediately after the arrival of the Contractor's installation personnel.

7.2 The Client shall be liable for ensuring that the necessary technical requirements for the work to be produced or the object of purchase are met and that the technical systems, such as supply lines, cabling, networks and the like, are in a technically flawless and operational condition and are compatible with the work to be produced by the Contractor or the objects of purchase. The Contractor is entitled, but not obliged, to inspect these systems for a separate fee.

7.3 There is no obligation to check, warn or inform with regard to any documents, information or instructions provided by the client and any liability of the contractor in this respect is excluded.

7.4 The order shall be placed irrespective of any official permits and approvals required, which the client must obtain.

7.5 The Client is not entitled to assign claims and rights arising from the contractual relationship without the written consent of the Contractor.

8. warranty

8.1 The warranty period is limited to six months and begins from the transfer of risk within the meaning of these GTC. This also applies to goods and services that are firmly attached to a building or land.

8.2 The warranty is excluded if the technical equipment, such as supply lines, cabling, networks and the like are not in a technically flawless and operational condition or are not compatible with the works or objects of purchase to be produced by the Contractor.

8.3 No warranty claims shall exist in the event of defects caused by improper handling or overuse, if statutory operating or installation instructions or those issued by the Contractor are not followed; if the delivery item was produced on the basis of the Client's specifications and the defect is attributable to these specifications or drawings; in the event of incorrect assembly or commissioning by the Client or third parties, in the event of natural wear and tear, in the event of transport damage, in the event of improper storage, in the event of operating conditions that impair the function (e.g. insufficient The Contractor shall not be liable for defects caused by incorrect assembly or commissioning by the Client or third parties, natural wear and tear, transport damage, improper storage, operating conditions that impair the function (e.g. inadequate power supply), chemical, electrochemical or electrical influences, failure to carry out necessary maintenance or poor maintenance.

8.4 Notices of defects and complaints of any kind must be notified to the Contractor in writing without delay, but within three days at the latest, stating the possible causes, otherwise the warranty claims shall be forfeited. Complaints and objections made verbally, by telephone or not immediately will not be considered. After an agreed acceptance procedure has been carried out, the notification of defects that were detectable or obvious at the time of acceptance is excluded.

8.5 Notices of defects and complaints must be made at the Contractor's registered office, describing the defect as precisely as possible, and the Client must hand over the goods or work services complained about, insofar as the latter is feasible. The return shipment or return shall be at the risk of the Client.

8.6 The Contractor shall be entitled to carry out or have carried out any inspection it deems necessary, even if this renders the goods or workpieces unusable. In the event that this inspection reveals that the Contractor is not responsible for any defects, the Client shall bear the costs of this inspection for a reasonable fee.

8.7 If the objects of performance are manufactured on the basis of information, drawings, plans, models or other specifications of the Client, the Contractor shall only provide a warranty for execution in accordance with the conditions.

8.8 If the Client makes changes to the object of purchase or works handed over without the Contractor's prior written consent, the Contractor's warranty obligation shall lapse.

8.9 When asserting secondary warranty claims, the Contractor shall be entitled, at its discretion, to avert a request for conversion by improvement, replacement or a price reduction claim, provided that the defect is not significant and irreparable.

8.10. In the first six months from handover of the item/work, the client must also prove the existence of a defect at the time of handover, the time of discovery and the timeliness of the notification of defects.

8.11. All costs incurred in connection with the rectification of defects, such as transportation, installation, removal and travel costs, shall be borne by the Client. At the Contractor's request, the Client shall provide the necessary labor free of charge.

9 Liability and product liability

9.1 The Contractor shall only be liable for damage caused intentionally or through gross negligence. Liability for slight negligence is excluded. The fault of the Contractor must be proven by the Client.

9.2 Liability for indirect damage, consequential damage, loss of profit, financial loss, damage due to business interruption, loss of data, loss of interest and damage due to third-party claims against the client is excluded in any case.

9.3 Any liability of the Contractor shall in any case be limited to the amount of the agreed remuneration or the purchase price for the respective order. The contracts accepted by the Contractor shall only be accepted subject to this limitation of liability. Any further liability on the part of the contractor is expressly excluded. If the total damage exceeds the maximum limit, the compensation claims of individual injured parties shall be reduced proportionately.

9.4 The Client must inform the Contractor immediately of any defects discovered in the goods or work, otherwise any claims shall be forfeited. Claims for damages must be asserted in court within six months of knowledge of the damage and the damaging party, otherwise they shall lapse.

9.5 The Client may initially only demand improvement or replacement of the item/work as compensation; the Client may only demand monetary compensation if both are impossible or involve disproportionate expense for the Contractor. In all other respects, reference is made to the provisions of Section 8 "Warranty".

9.6 In the event of non-compliance with any conditions for assembly, commissioning and use or the official approval conditions, liability is generally excluded. The client is obliged to ensure that the operating instructions for the delivered goods or works are observed by all users. In particular, the client must train and instruct its personnel and other persons coming into contact with the delivered goods or works accordingly.

9.7 The obligation to pay compensation for property damage resulting from the Product Liability Act as well as product liability claims that can be derived from other provisions are excluded insofar as this is legally possible. The client is obliged to transfer the exclusion of liability for product liability claims to any contractual partners. Any recourse of the Client against the Contractor arising from a claim under the Product Liability Act is excluded. The Client must take out adequate insurance for product liability claims and indemnify and hold the Contractor harmless in this respect.

10. withdrawal from the contract / premature termination of the contract and error

10.1 If a delivery/service is not possible for reasons for which the Client is responsible, if it is further delayed despite the setting of a grace period or if a Client fails to comply with a legal or contractual obligation incumbent upon it vis-à-vis the Contractor, the Contractor shall be entitled to withdraw from the contract. The Contractor shall also have this right if there are justified concerns regarding the Client's creditworthiness and the Client fails to make advance payments or provide suitable security prior to the Contractor's performance at the Contractor's request. In such cases, the Client shall compensate the Contractor for all resulting disadvantages and loss of profit.

10.2 The client waives the right to contest/adjust this contract on the grounds of error and breach for more than half of the true value.

11. industrial property rights

11.1 The Client is obliged to check the design data, drawings, models, other specifications, documents, etc. provided for the provision of the service for any existing copyrights, labeling rights or other rights of third parties. The Contractor shall not be liable for any infringement of such rights. If a claim is nevertheless made against the Contractor due to such an infringement of rights, the Client shall indemnify and hold the Contractor harmless and shall compensate the Contractor for all disadvantages incurred by the Contractor as a result of a third-party claim.

11.2 Software, execution documents, such as plans, sketches and other technical documents, as well as samples, catalogs, brochures, illustrations and the like shall remain the intellectual property of the Contractor and shall enjoy copyright protection. Any reproduction, distribution, imitation, processing or utilization and the like not expressly granted is not permitted.

12. software

12.1 If software components or computer programs are also part of the object of performance/purchase, the Contractor shall grant the Client a non-transferable and non-exclusive right of use with regard to these at the agreed installation site, subject to compliance with the contractual conditions and documents (e.g. operating instructions, etc.).

12.2 Without the Contractor's prior written consent, the Client shall not be entitled to reproduce, modify, make accessible to third parties or use the software for purposes other than those expressly agreed, otherwise any claims shall be excluded. This applies in particular to the source code.

12.3 A warranty with regard to the software shall only exist for the conformity of the software with the specifications agreed upon conclusion of the contract, provided that the software is used in accordance with the installation requirements and corresponds to the respective applicable conditions of use. The Contractor does not warrant that the software is in perfect condition or that it will function without interruption or error-free. The occurrence of errors cannot be excluded.

12.4 The selection and specification of the software offered by the Contractor shall be carried out by the Client, who shall ensure that it is compatible with the technical conditions on site. The client is responsible for the use of the software and the results achieved with it.

12.5 The performance features, special functions, hardware and software requirements, installation requirements, conditions of use and operation of customized software shall be determined exclusively by the specifications to be agreed in writing between the contracting parties. The client must provide the information required for the production of customized software prior to the conclusion of the contract.

13. general

13.1 Should one or more provisions of these GTC be invalid because they violate mandatory law, this shall not affect the validity of the remaining provisions. Invalid provisions shall be replaced by the contracting parties with a provision that comes closest to the invalid provision and is customary in the industry.

13.2 The place of jurisdiction for all disputes arising from the contractual relationship or future contracts between the Contractor and the Client shall be the competent court for the Contractor's registered office (5282 Ranshofen / Braunau). The Contractor shall also be entitled to take legal action at the Client's general place of jurisdiction. The place of performance shall be the Contractor's company in 5282 Ranshofen / Braunau.

13.3 The contracting parties agree that Austrian law shall apply to the exclusion of the conflict of law rules of private international law. The application of the UN Convention on Contracts for the International Sale of Goods is excluded by mutual agreement.

13.4 The Client must notify the Contractor immediately in writing of any changes to its name, company name, address, legal form or other relevant information. Unless the Contractor is notified of a different delivery address, deliveries of all kinds shall be made to the Client's last known address with the effect that they shall be deemed to have been received by the Client.

13.5 The content of the contract, all other information, customer service and complaint handling shall be in German throughout.