Fair, square, and in large print: Terms of Sale
- Validity
- Offers, Contract Conclusion
- Delivery/Service Periods
- Remuneration/Prices
- Transfer of Risk and Shipment
- Retention of Title and Right of Retention
- Obligations of the Client
- Warranty
- Liability and Product Liability
- Withdrawal from Contract / Premature Contract Termination and Error
- Software
- General
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 legal transactions with consumers within the meaning of the KSchG (Consumer Protection Act), these GTC apply insofar as they do not contradict mandatory provisions of the KSchG.
1.2. The Contractor provides its services exclusively on the basis of these GTC. These also apply to all future business relationships, even if they are not expressly referred to.
1.3. The Contractor provides its services exclusively on the basis of these GTC. Deviating provisions of the Client are not valid and are hereby expressly rejected. Deviating provisions of the Client are only valid if the Contractor has expressly agreed to them in writing or with a company signature, and provided they do not contradict these GTC.
1.4. By placing an order or issuing an assignment, the Client agrees to these GTC and is bound by them.
1.5. Amendments, collateral agreements, reservations, and additions to these GTC require written form to be legally effective. This also applies to the agreement to deviate from the written form requirement. It is hereby stipulated that no verbal collateral agreements exist.
2. Offers, Contract Conclusion
2.1. Offers from the Contractor are subject to change and non-binding.
2.2. The Contractor accepts offers or orders from clients by written order confirmation or by delivery of the purchased item or by providing the service.
2.3. The information regarding the Contractor’s services and products provided in catalogs, price lists, brochures, company information material, prospectuses, advertisements at trade fair stands, circulars, promotional mailings, or other media is non-binding, unless expressly declared in writing to be part of the contract. They are merely an invitation to the Client to place an order.
2.4. Cost estimates from the Contractor are generally prepared without guarantee for completeness and accuracy.
3. Delivery/Service Periods
3.1. Delivery/service periods are non-binding, unless they have been expressly agreed upon in writing as binding in the order confirmation or in the individual contract.
3.2. If, for whatever reason, an order is amended or supplemented after it has been placed, the delivery/service period shall be extended by a reasonable period.
3.3. Unless otherwise agreed, the delivery period begins at the earliest of the latest of the following dates:
a) Date of 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 down payment or security deposit.
3.4. If the Contractor is hindered in fulfilling its obligations by unforeseeable or unavoidable circumstances not attributable to the Contractor, such as operational disruptions, sovereign measures and interventions, energy supply difficulties, failure of a difficult-to-replace supplier, strike, obstruction of traffic routes, delays in customs clearance, or force majeure, the delivery/service period shall be extended by a reasonable amount. It is irrelevant whether these circumstances occur with the Contractor itself or one of its suppliers or subcontractors. The Client is not entitled to claim damages due to the exceeding of delivery periods, except in cases of gross negligence or intent on the part of the Contractor.
3.5. If the fulfillment of the contract becomes impossible for reasons not attributable to the Contractor, the Contractor is released from its contractual obligations. In this case, there is no claim for damages / compensation claim by the Client.
3.6. The Contractor is entitled, at its sole discretion, to perform the service itself, to use third parties for the provision of contractual services, and/or to substitute such services. The content and scope of the service result from the order confirmation for the concluded contract.
4. Remuneration/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 corresponding to its price list or its usual remuneration.
4.2. The Contractor is entitled to demand a higher remuneration or purchase price than agreed if the calculation bases existing at the time of placing the order, such as raw material prices, the exchange rate, or personnel costs, change after the conclusion of the contract.
4.3. All prices and remunerations are exclusive of the respective statutory value-added tax and ex works. Packaging, transport, loading and shipping costs, as well as customs duties and insurance, shall be borne by the Client. Packaging will only be taken back by express agreement.
4.4. Unless otherwise agreed, the remuneration/purchase price is due half upon receipt of the order confirmation and the remainder upon delivery or readiness for collection, as well as upon receipt of the invoice, free of charges and deductions.
4.5. A payment is timely if the Contractor can dispose of it, for example, if it is credited to the Contractor’s account. Payment dedications by the Client, for example on transfer slips, are not binding.
4.6. In case of default in payment, 12% p.a. is agreed. Should the Contractor incur additional interest due to taking out a loan, it is entitled to demand this from the Client as well. The costs incurred in the event of default for the involvement of collection agencies in accordance with the BMWA ordinance on the maximum rates for collection agencies, Federal Law Gazette No. 141/1996 as amended, and the costs of intervening lawyers are – insofar as they were necessary for appropriate legal prosecution – to be borne by the Client.
4.7. The benefits agreed upon at the conclusion of the contract, such as cash discounts and rebates, are granted on condition of timely and complete payment. In the event of default with even a partial payment, the Contractor is entitled to subsequently charge these.
4.8. The assertion of a right of retention and the 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 permissible if the claim has been legally established or has been acknowledged 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 is 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 make all outstanding claims from this or other legal transactions due and, if necessary, to repossess any delivered items, without this releasing the Client from its payment obligation. A withdrawal from the contract by the Contractor through these actions only occurs if this has been expressly declared.
4.10. Should the Client’s financial situation deteriorate, the Contractor is entitled to make the agreed remuneration or purchase price immediately due and payable, and to execute the order only against advance payment.
4.11. Should a periodically chargeable fee be agreed upon, for example for service or maintenance services, this is due annually at the beginning of a calendar year. If the contract begins or ends during a year, this fee is due proportionally. This fee is value-indexed according to the Consumer Price Index 1996, with the month in which the service or maintenance contract was concluded serving as the basis. If the CPI 1996 is no longer published, it shall be replaced by the one that follows it or corresponds most closely to it. The Contractor is also entitled to adjust a periodically chargeable fee for the reasons mentioned in point 4.2.
4.12. Costs for travel, daily allowances, and overnight stays, as well as packaging, will be charged separately for periodically chargeable fees. Travel times are considered working hours.
5. Transfer of Risk and Shipment
5.1. The risk passes to the Client as soon as the Contractor makes the purchased item/work available for collection at the factory or warehouse, regardless of whether the goods are handed over by the Contractor to a carrier or transporter. Shipment, loading and unloading, and transport are always at the Client’s risk.
5.2. The Client approves any appropriate shipping method. Transport insurance will only be concluded upon written order of the Client.
5.3. The Contractor is entitled, in the case of shipment, to have the packaging and shipping costs as well as the remuneration or purchase price collected from the Client by cash on delivery, if the Client’s financial situation deteriorates or an agreed credit limit with the Contractor is exceeded.
5.4. The place of performance is the Contractor’s company.
6. Retention of Title and Right of Retention
6.1. All goods and products 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, altered, processed, or mixed.
6.2. Until full payment of all claims of the Contractor, the service/purchased item may not be pledged, assigned as security, or otherwise encumbered with third-party rights. 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 notify the Contractor immediately. The provisions contained in these General Terms and Conditions or in the laws regarding the time of transfer of risk are not changed by the retention of title. The Contractor is entitled to demand the immediate return of the delivered but not yet fully paid goods if the Client does not comply with its payment obligations to the Contractor promptly and completely, or if insolvency or
composition proceedings are applied for or opened against the Client’s assets, or if the insolvency is rejected due to insufficient assets to cover costs, or if the Client effectively ceases payments or approaches its creditors for an out-of-court settlement. The return of the goods by the Contractor is not considered a withdrawal from the contract, unless this is separately agreed in writing. In the event of the return of goods sold under retention of title, the Contractor’s right to claim damages for non-performance remains.
6.3. The Client hereby assigns all claims and rights arising from the resale, processing, mixing, or other utilization of the goods and products to the Contractor for payment purposes, and the Contractor accepts this assignment. Until full payment of the remuneration or purchase price, the Client must note this assignment in its books and on its invoices and inform its debtors thereof. Upon request, the Client must provide the Contractor with all documents and information necessary to assert the assigned claims and rights. 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. The Contractor has the right to retain the products and goods until all outstanding claims from the business relationship have been settled, in order to secure its claims and claims from other legal transactions.
7. Obligations of the Client
7.1. In the case of installations carried out by the Contractor, the Client is obliged to ensure that work can begin immediately upon the arrival of the Contractor’s installation personnel.
7.2. The Client is responsible for ensuring that the necessary technical requirements for the work to be produced or the purchased item are met and that the technical systems, such as supply lines, cabling, networks, and the like, are in technically perfect and operational condition and compatible with the works or purchased items to be produced by the Contractor. The Contractor is entitled, but not obliged, to inspect these systems against a separate fee.
7.3. There is no duty to inspect, warn, or inform regarding any documents provided, information transmitted, or instructions given by the Client, and any liability of the Contractor in this regard is excluded.
7.4. The order is placed independently of any necessary official permits and approvals, which the Client must obtain.
7.5. The Client is not entitled to assign claims and rights arising from the contractual relationship without the Contractor’s written consent.
8. Warranty
8.1. The warranty period is limited to six months and begins upon the transfer of risk within the meaning of these GTC. This also applies to delivery and service items that are permanently connected to a building or land.
8.2. The warranty is excluded if the technical systems, such as supply lines, cabling, networks, and the like, are not in technically perfect and operational condition or are not compatible with the works or purchased items to be produced by the Contractor.
8.3. No warranty claims exist for defects caused by improper handling or overuse, if statutory or Contractor-issued operating or installation instructions are not followed; if the delivered item was created based on the Client’s specifications and the defect is attributable to these specifications or drawings; in case of faulty assembly or commissioning by the Client or third parties, natural wear and tear, transport damage, improper storage, functionally disruptive operating conditions (e.g., insufficient power supply), chemical, electrochemical or electrical influences, failure to perform necessary maintenance, or poor maintenance.
8.4. Notices of defects and complaints of any kind must be reported to the Contractor immediately, but no later than within three days, in writing, stating the possible causes, otherwise warranty claims will be forfeited. Oral, telephone, or non-immediate notices of defects and complaints will not be considered. After an agreed acceptance has been carried out, the complaint of defects that were ascertainable or obvious during acceptance is excluded.
8.5. Notices of defects and complaints must be made at the Contractor’s registered office with as precise a description of the error as possible, and the Client must hand over the complained goods or work services, if the latter is feasible. The return or handover is at the Client’s risk.
8.6. The Contractor is entitled to carry out or have carried out any investigation deemed necessary, even if this renders the goods or workpieces unusable. In the event that this investigation shows that the Contractor is not responsible for any errors, the Client shall bear the costs for this investigation against reasonable remuneration.
8.7. If the service items are manufactured based on the Client’s specifications, drawings, plans, models, or other specifications, the Contractor only warrants the execution in accordance with the conditions.
8.8. If the Client makes changes to the delivered purchased item or works without the Contractor’s prior written consent, the Contractor’s warranty obligation expires.
8.9. When asserting secondary warranty claims, the Contractor is entitled, at its discretion, to avert a request for rescission by means of rectification, replacement, or a claim for price reduction, provided it is not a material and irremediable defect.
8.10. The Client must also prove the existence of a defect at the time of handover, the time of discovery, and the timeliness of the notice of defect within the first six months from the handover of the item/work.
8.11. All costs incurred in connection with the rectification of defects, such as transport, installation and removal, and travel costs, shall be borne by the Client. Upon request by the Contractor, the Client must provide the necessary personnel free of charge.
9. Liability and Product Liability
9.1. The Contractor is only liable for damages caused intentionally or by gross negligence. Liability for slight negligence is excluded. The Contractor’s fault must be proven by the Client.
9.2. Liability for indirect damages, consequential damages, lost profits, financial losses, damages due to business interruption, loss of data, interest losses, as well as damages due to third-party claims against the Client is excluded in any case.
9.3. Any liability of the Contractor is in any case limited in amount to the agreed remuneration or the purchase price for the respective order. Contracts accepted by the Contractor are only accepted with the reservation of this limitation of liability. Any further liability of the Contractor is expressly excluded. If the total damage exceeds the maximum limit, the compensation claims of individual injured parties shall be reduced proportionally.
9.4. The Client must immediately inform the Contractor of any discovered defects in the goods or work, otherwise, any claims will be forfeited. Claims for damages must in any case be asserted judicially within six months of knowledge of the damage and the party causing it, otherwise, they will expire.
9.5. As compensation for damages, the Client can initially only demand rectification or replacement of the item/work; only if both are impossible or involve disproportionate effort for the Contractor, can the Client demand monetary compensation. For the rest, reference is made to the provisions of point 8. “Warranty”.
9.6. In the event of non-compliance with any conditions for assembly, commissioning, and use or official approval conditions, liability is generally excluded. The Client is obliged to ensure that 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 work accordingly.
9.7. The obligation to compensate 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 pass on the exclusion of liability for product liability claims to its potential contractual partners. Any recourse of the Client against the Contractor arising from claims 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 regard.
10. Withdrawal from Contract / Premature Contract Termination and Error
10.1. If a delivery/service is not possible for reasons attributable to the Client, is further delayed despite setting a grace period, or if a Client fails to comply with a statutory or contractual obligation owed to the Contractor, the Contractor is entitled to withdraw from the contract. This right of the Contractor also exists if there are legitimate concerns regarding the Client’s creditworthiness and the Client, upon the Contractor’s request, provides neither advance payments nor adequate security before the Contractor’s performance. In these cases, the Client must compensate the Contractor for all resulting disadvantages and lost profits.
10.2. The Client waives the right to challenge/adjust this contract due to error and due to injury beyond half of the true value.
11. Industrial Property Rights
11.1. The Client is obliged to check the design specifications, drawings, models, other specifications, documents, etc., provided for the provision of services for any existing copyrights, trademark rights, or other third-party rights. The Contractor is not liable for any infringement of such rights. If the Contractor is nevertheless sued for such a legal infringement, the Client shall indemnify and hold the Contractor harmless and compensate it for all disadvantages incurred by claims from third parties.
11.2. Software, 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 Contractor and are protected by copyright. Any reproduction, distribution, imitation, adaptation or exploitation and the like not expressly granted is prohibited.
12. Software
12.1. If software components or computer programs are part of the service/purchased item, the Contractor grants the Client a non-transferable and non-exclusive right of use at the agreed installation location, in compliance with the contractual conditions and documents (e.g., operating manual, etc.).
12.2. Without the Contractor’s prior written consent, the Client is not entitled – otherwise, all claims will be excluded – to reproduce, modify, make the software accessible to third parties, or use it for purposes other than those expressly agreed. This applies in particular to the source code.
12.3. A warranty regarding the software only exists for the conformity of the software with the specifications agreed upon at the time of contract conclusion, provided that the software is used according to the installation requirements and complies with the respective applicable operating conditions. The Contractor does not warrant that the software is free of defects or that it functions without interruption or errors. The occurrence of errors cannot be excluded.
12.4. The selection and specification of the software offered by the Contractor is made by the Client, who must 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. For individually produced software, the performance characteristics, special functions, hardware and software requirements, installation requirements, operating conditions, and operation result exclusively from the specifications to be agreed upon in writing between the contracting parties. The Client must provide the information required for the production of individual software before concluding 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 is the court with subject-matter jurisdiction for the Contractor’s registered office (5282 Ranshofen / Braunau). The Contractor is also entitled to sue at the Client’s general place of jurisdiction. The place of performance is the Contractor’s company in 5282 Ranshofen / Braunau.
13.3. The contracting parties agree to the application of Austrian law, excluding the conflict of laws rules of international private law. The application of the UN Convention on Contracts for the International Sale of Goods is mutually excluded.
13.4. The Client must immediately notify the Contractor in writing of any changes to its name, company, address, legal form, or other relevant information. As long as the Contractor is not informed of a different delivery address, all types of deliveries will be made to the Client’s last known address, with the effect that they are deemed to have been received by the Client.
13.5. The contract content, all other information, customer service, and complaint handling are consistently provided in German.
