Sales, delivery and payment conditions of Sensorik Austria GmbH

1. validity

1.1.
The following conditions apply to all of our offers and contracts for deliveries and other services. They are considered exclusively valid contractual terms and conditions over other regulations, unless we expressly offer or confirm them in writing. The purchaser's terms and conditions that deviate from our terms and conditions do not apply overall.

1.2.
Otherwise, the law of the Republic of Austria applies to the legal relationships between us and the customer. The provisions of the Uniform Laws on the international purchase of movable property and on the conclusion of international sales contracts do not apply if they do not correspond to our conditions.

2. Offer and conclusion of contract

2.1.
All our offers are subject to change.

2.2.
Orders placed will only be binding for us to the extent that they are confirmed by us in writing or are carried out through prompt delivery and invoicing. Subsidiary agreements and changes must also be made in writing.

2.3.
In the case of agreed deliveries on a trial basis (sample deliveries), the purchase is considered closed and the goods are deemed to have been approved by the customer if the customer does not declare rejection within 4 weeks of delivery and return the goods at the same time. The customer bears the costs of the return delivery; We can charge him for any repair and/or maintenance costs incurred for goods that we previously delivered in perfect condition.

2.4.
We reserve the right to correct errors or mistakes in our order confirmations and invoices, as well as to make technical and design changes to the ordered goods that do not significantly affect their function or value. If this results in significant price or date changes to the detriment of the customer, he is entitled to withdraw; However, not if the error or error was obvious to him.

2.5.
We retain all ownership and copyright exploitation rights to cost estimates, drawings and other documents; They may not be made accessible to third parties and must be returned upon request if the contract does not come about or is terminated prematurely.

3. Delivery obligation and time

3.1.
We generally fulfill our delivery obligation at the location of our operation. The delivery day is the day on which the goods are dispatched or, if dispatch is delayed for reasons for which we are not responsible, the day on which we are notified that they are ready for dispatch.

3.2.
Partial deliveries are permitted and are considered independent deliveries with regard to payment and complaints.

3.3.
Dates and deadlines for deliveries or services are only binding if they have been confirmed by us in writing as binding. Compliance with this requires the purchaser to fulfill his contractual advance performance obligations. Agreed delivery times begin on the day of order confirmation; They will be postponed accordingly until the documents to be obtained by the purchaser have been provided or until any outstanding technical questions have been clarified.

3.4.
If we are unable to meet agreed dates or deadlines as a result of unforeseen events, such as industrial action or significant operational disruptions that occur at us or our suppliers, the purchaser will, upon our notification, make an appropriate new determination with us and will not derive any rights from the delay; This also applies if the event occurred during an already existing default.

3.5.
If we are in arrears with deliveries or services, the purchaser will grant us a reasonable grace period before asserting rights arising from the delay. After the grace period has expired without success, he can either withdraw from the contract, excluding further claims, if he announced this when setting the deadline, or, if he has suffered damage as a result of our delay, demand compensation for the delay. This amounts to up to 1/2% for each full week after the grace period has expired, but a maximum of 5% in total of the value of those delivery parts that cannot be used in accordance with the contract as a result of the delay.

3.6.
If the dispatch of finished parts is delayed for reasons for which the purchaser is responsible, we can charge the costs incurred for storage, usually 0,5% of the invoice amount per month, starting 2 weeks after notification of readiness for dispatch. If a reasonable deadline has expired without result, we are also entitled to dispose of the delivery item for other purposes and to then resupply the customer within a reasonable additional period of time.

3.7.
If on-call orders are not called off within the contractual period, we are entitled, after their expiry, to invoice the goods if they are dispatched at the same time or to proceed in accordance with Section 3.6. If a contractual deadline has not been agreed, we are entitled to these rights one year after conclusion of the contract.

4. Prices

4.1.
Our prices stated in offers, price lists, order confirmations and invoices are ex works plus VAT at the current rate at the time of delivery.

4.2.
Packaging and shipping costs are calculated separately. Packaging will not be taken back.

4.3.
Our prices are based on the cost basis given at the time the contract was concluded. If our material or labor costs, freight costs to be borne by us and prices of our suppliers increase by the time of delivery, we are entitled to increase the prices appropriately; This does not apply if the contractual delivery date (Section 3.3.3.4) is within 4 months of the conclusion of the contract.

5. terms of payment

5.1.
Our invoices and deliveries are payable to the paying agent specified 30 days after the invoice date; other invoices are payable immediately unless we specify otherwise in writing. Cash discounts are only permitted under the conditions stated on the respective invoice, but are generally not permitted when paying bills of exchange.

5.2.
The timeliness of non-cash payments depends on the date of crediting to our account.

5.3.
Our invoices are settled by check or bill of exchange only on account of payment and require our prior consent for bills of exchange. The customer bears all costs associated with the bills of exchange and checks. We are not liable for the timeliness of the protest. If a bill of exchange or check is not honored by the purchaser after the due date of the invoice claim to be settled, he will also be in default with the payment of the invoice claim.

5.4.
The purchaser can only offset our due payment claims with counterclaims that have been legally established or expressly recognized by us.

5.5.
Withholding payments is only permitted due to defects in the contractual delivery or service that have been legally reported by the customer.

6. Transfer of risk, shipping, return

6.1.
The risk of accidental destruction, loss or deterioration of the delivered parts passes to the customer as soon as the shipment leaves our company; even if we have taken over other services such as shipping costs or delivery. This also applies to sample deliveries (Section 2.3).

6.2.
If shipping is delayed for reasons for which the purchaser is responsible, the risk is transferred to him upon notification of readiness for shipping.

6.3.
In all cases, shipping is carried out on behalf of the purchaser. We are entitled, but not obliged, to take out transport insurance at his expense.

6.4.
Goods delivered by us in perfect condition can only be taken back with our prior written consent. We issue the return credit, except for sample deliveries (Section 2.3), as a rule minus a return fee of 20% of the value of the goods. The purchaser bears the risk and costs of the return as well as, regardless of the return fee, any repair and/or maintenance costs that may arise.

7. Warranty

7.1.
If there is a defect in our delivery and this has been reported in a timely manner, the purchaser can, within 12 months of the transfer of risk, demand that we repair defective parts or, at our reasonable discretion, provide replacements. If the complaint proves to be justified, we will bear the costs of repair or replacement delivery, including shipping, as well as the reasonable costs of removal and installation; However, if such costs are incurred by the purchaser, we will not bear them beyond the amount previously communicated by the purchaser.

7.2.
If the repair or replacement delivery is impossible or would involve disproportionately high costs, we can withdraw from the contract.

7.3.
The purchaser must give us appropriate time and opportunity to examine the reported defects and carry out any necessary repairs or replacement deliveries and inform us of the expected removal and installation costs; If he refuses this, we are released from the warranty.

7.4.
No warranty is provided for unsuitable or improper use, chemical, electrical or climatic influences not provided for in the contract, incorrect assembly or commissioning by the customer or third parties, natural wear and tear, excessive stress, incorrect or negligent treatment, unless they are due to our fault .

7.5.
Any changes or repair work carried out improperly by the purchaser or third parties without our approval will void our warranty for any resulting consequences.

7.6.
The purchaser can withdraw from the contract or reduce the consideration if, due to a defect, it is impossible for us to provide a reasonable grace period for repair or replacement delivery, or if an attempt to do so has failed twice.

7.7.
Further claims by the purchaser beyond those specified in sections 7.1 and 7.6 are excluded, in particular claims for compensation for consequential damages; provided our liability is not based on intent or gross negligence. We are only liable for damages for the lack of guaranteed properties if the guarantee was intended to avoid the damage that has occurred.

8. Retention of Title

8.1.
The delivered goods remain our property (reserved goods) until all of our claims arising from the business relationship with the customer have been paid in full. Bills of exchange and checks are only considered payment if we are released from liability for them. The retention of title is not canceled by placing individual claims in a current invoice or drawing a balance and acknowledging them.

8.2.
Processing and handling are carried out on our behalf to the exclusion of the purchaser's acquisition of ownership, without any obligation on our part. The processed goods serve to secure our claims in the amount of the invoice value of the reserved goods.

8.3.
If the customer processes or combines and mixes with other goods that do not belong to us to form a uniform new item, we are entitled to co-ownership of the new item in proportion to the value of the reserved goods to the other processed and/or inserted goods at the time of processing and/or connection. The same applies to the new item resulting from the processing or combination as to the reserved goods; it is considered reserved goods within the meaning of these provisions.

8.4.
The purchaser is entitled and authorized to resell our reserved property (Sections 8.1-8.3) only in the normal course of business and under his normal terms and conditions and only on the condition that the claims within the meaning of Section 8.5 are actually transferred to us. This authorization is revocable if the customer defaults on payment. He is not entitled to make any other disposals over the reserved goods, in particular not to pledge them or transfer them as security.

8.5.
The purchaser hereby assigns to us the claims arising from a resale of the reserved goods, regardless of whether the reserved goods are resold without or after processing and whether they are resold to one or more buyers. The assigned claim serves to secure all of our claims from the business relationship with the amount of the value of the reserved goods sold. If the reserved goods are sold by the customer together with other goods that do not belong to us, the assignment of the claim from the resale applies in the amount of the value of the reserved goods. The value of the reserved goods is determined based on our invoice value. The advance assignment in accordance with this provision extends to the balance claim of the purchaser against his buyer; Section 8.1 sentence 3 applies accordingly to the extended retention of title.

8.6.
The purchaser is entitled to collect claims from the resale until we revoke them at any time.

8.7.
If the value of the securities we hold exceeds our claims by more than 20% in total, we are obliged to release or withdraw the excess securities at the purchaser's request, whereby we reserve the right to choose which claims to be released.

8.8.
The purchaser must inform us immediately of any impairment of our rights to the reserved goods and the claims assigned to us by third parties, in particular due to compulsory enforcement measures.

8.9.
The assertion of retention of title rights does not constitute withdrawal from the contract.

9. arrears

9.1.
If the purchaser defaults on the payment of a significant amount or if there is a significant deterioration in his financial and liquidity situation (e.g. check or bill of exchange protest, payment delay, initiation of insolvency proceedings), we can immediately withdraw all of our claims against him due for payment, regardless of agreed payment terms or bills of exchange accepted for performance.

9.2.
If the customer defaults on payment or becomes insolvent (Section 9.1), we are entitled to withdraw from all contracts with him that have not yet been fully executed.

9.3.
Even without withdrawing from the contract and setting a deadline, if the customer defaults on payment, we are entitled to demand the return of our reserved goods (Section 8) and to retain these and any outstanding deliveries until all of our claims have been paid in full.

9.4.
As damages caused by default, we can demand interest at the standard bank current account interest rate or, at our discretion, at 4% above the discount rate of the Austrian National Bank without any special proof; This does not exclude the assertion of further damages caused by the delay.

10. Further withdrawal rights and liability

10.1.
The customer can withdraw from the contract if the entire delivery or service becomes impossible for us before the transfer of risk; Likewise, if the execution of part of the delivery becomes impossible when ordering similar items and he has a legitimate interest in rejecting a partial delivery, otherwise he can reduce the consideration accordingly. If the impossibility occurs during a delay in acceptance or due to the customer's fault, he remains obliged to provide consideration.

10.2.
For our part, we can withdraw from the contract in whole or in part if, in the event of unforeseen events (Section 3.4) or due to significant changes in the ability to deliver, pricing or quality of our suppliers' goods, proper execution of the delivery is no longer possible or economically justifiable and we do so have explained this to the purchaser immediately after realizing the implications. The customer has no claims for damages due to such withdrawal.

10.3.
Our liability is based exclusively on the regulations made in these conditions.

10.4.
All other further claims of the purchaser are excluded, in particular claims against us and our vicarious agents or vicarious agents for compensation for damage of any kind, including damage that did not arise from the delivery item itself, regardless of the legal reason, such as negligence in concluding the contract, violation of additional contractual obligations or tort; unless the obligation to pay compensation is based on intent or gross negligence.

10.5.
Our product liability is excluded unless, in individual cases, exemption from this liability is not possible under the law. The buyer, for his part, assumes the obligation to fully inform all persons to whom he allows to use the product or to whom he resells the product about the operating instructions, safety regulations and warnings that have been given to him and brought to his attention, and also to extend such an obligation to the buyer tie over.

Privacy Policy
To the extent that we store the customer's data required as part of normal business transactions, we will treat these in accordance with the provisions of the DSG.

As of February 2010