GENERAL TERMS AND CONDITIONS OF BUSINESS

General

The following general terms and conditions of business and delivery apply to all customer orders accepted and executed by AUTLED GmbH. The customer acknowledges these terms as binding by placing an order and by accepting delivery of the goods. Any conflicting terms and conditions of the customer that contradict our general terms and conditions are hereby expressly rejected. Any deviations from these terms and conditions shall only be valid if expressly acknowledged by us in writing in advance.

Offer and contract conclusion

Quotation/price estimates are always provided in writing and are non-binding. Issuing a quotation/price estimate does not obligate us to accept the order or to provide the services listed therein. Prices stated in catalogs, brochures, newsletters, advertisements, illustrations, price lists, or on websites are only binding if they are expressly referenced in the quotation. Quotation prices and terms and conditions are generally valid for a period of 3 months from the date of the quotation. The contract is deemed to be concluded when, after receipt of the order, we send a written order confirmation or dispatch the ordered goods.

Delivery deadlines and dates

Delivery deadlines are generally always non-binding for us. Firm delivery dates and commitments can only be given in exceptional cases and require a separate agreement. Agreed delivery deadlines are extended, without prejudice to our rights arising from the customer’s default, by the period during which the customer fails to fulfill their obligations to us under this or any other contract, or is in default. The delivery deadline is deemed to have been met upon notification that the goods are ready for shipment, even if shipment cannot take place or is delayed for reasons beyond our control or that of our supplier/manufacturer. Goods that are ready for shipment but not immediately collected will be stored at the customer’s risk and expense, at our discretion, and will be invoiced as delivered. If the customer does not accept the goods or services provided in accordance with the contract at the agreed location or time, and the delay is not our fault, we may either demand performance or, after setting a final deadline for acceptance, withdraw from the contract. We cannot be held liable for any damages or loss of profits resulting from a delay in delivery. If the delivery is divisible, we are entitled to make partial or advance deliveries.

Takeover | Handover

The risk of loss or damage passes to the customer upon dispatch of the goods from our factory. For services or partial services, the risk passes to the customer upon completion of the service at the agreed location. If components manufactured or supplied by us are put into operation before formal acceptance, this shall be considered as acceptance by the customer, and any warranty periods will commence from that date.

Prices

All our prices are quoted excluding VAT, ex-works, and do not include packaging, loading, or delivery. The prices listed in the offer/quote are valid on the date of the offer/quote. If the order differs from the offer/quote, we reserve the right to adjust the price accordingly upon acceptance of the order. The same applies to price increases resulting from general price and wage increases. We reserve the right to charge for the costs incurred for the collection and disposal of packaging materials.

Defects | Warranty

The customer must inspect the goods upon delivery and report any obvious defects immediately. Complaints regarding incomplete or incorrect delivery, as well as other defects, must be reported to us in writing without delay, but no later than 7 days after receipt of the goods. The warranty period is 24 months and begins at the time of transfer of risk. The presumption under Section 924 of the Austrian Civil Code (ABGB) is excluded. The customer is not entitled to any recourse rights under Section 933b ABGB. The warranty is void if the goods have been altered by a third party or through processing, and if the defect is causally related to such alteration. The warranty is also void if the customer does not comply with the instructions for handling the delivered goods, disregards installation requirements and conditions of use, subjects parts to excessive stress, or handles the delivered goods improperly or negligently, or fails to inform us about the intended use or application of the delivered goods or services. Wear and tear parts have only the lifespan that is typical for the current state of technology. In the case of a valid complaint, we will take back the goods and have the option of providing a credit or a replacement. Any further right of withdrawal or return exists only upon express written agreement. If the customer exercises an expressly agreed right of withdrawal for goods already delivered, they must pay 10% of the net invoice amount of the returned goods to cover our expenses. Processed materials, as well as materials manufactured exclusively for the customer, will not be taken back.

Liability | Compensation for damages

We are liable only for damage to the customer’s property that occurs directly during the performance of our services and that is caused by gross negligence or intentional misconduct on our part. Liability for slight negligence is excluded, as is compensation for consequential damages, loss of profits, loss of interest, and damages arising from claims of third parties against the customer. The burden of proving intentional misconduct or negligence lies with the claimant. In any case, our liability is limited to the invoice value of the delivered goods. Any claim for damages must be asserted in court within 6 months of the claimant becoming aware of the damage, but in any event no later than three years after the occurrence of the damage-causing event, unless statutory law prescribes a different limitation period.

Retention of title

We retain ownership of all goods delivered, installed, or otherwise provided by us until all outstanding claims, including those arising from future transactions and any outstanding balances on current accounts, are fully paid. These claims apply regardless of the legal basis. In the event of payment default by the customer, we are entitled to exercise our retained title and reclaim the goods, without this being considered a withdrawal from the contract. If the customer or a third party acting on their behalf processes or combines the goods with other, non-owned items, our ownership rights in the newly created items (products) remain in effect, or the customer assigns to us their ownership rights in the new product. Any pledging or transfer of ownership of these goods to third parties as security is prohibited without our prior written consent. Until full payment is received, the customer is obligated to treat all goods delivered by us as our property, regardless of whether they have been processed or incorporated into another item, and to store them properly. We are entitled to enter the customer’s storage facilities, business premises, or other locations (including residences) at any time to safeguard our rights. In the event that we exercise our rights, particularly the right to reclaim the goods under the retention of title agreement, the customer waives the right to file a claim for unlawful interference with possession, as well as any objection that the goods are essential for the operation of the business, and waives any claim for damages or loss of profits. All costs incurred in this process shall be borne solely by the customer.

Payment

Unless otherwise agreed in writing, our invoices are payable in full upon receipt. If payment is not received by the due date, we are entitled to charge interest on overdue payments at a rate of 1% per month from the due date until the date of payment. We are not obligated to send a reminder notice. If we do send a reminder notice, we are entitled to a fee of €10.00 per reminder letter. The customer further agrees to reimburse us for all legal and extrajudicial costs incurred in collecting the overdue payment, including but not limited to collection agency fees and attorney’s fees. Payments that discharge the customer’s obligation can only be made to our designated bank accounts, unless the person collecting the payment can provide written authorization from our management (e.g., a lawyer or collection agency).

Set-off | Retention of funds

Set-off of any alleged counterclaims by the customer against our claims is not permitted. Withholding payment of the purchase price or service fee in the event of justified claims for remediation is only permissible to the extent of the necessary costs for the remediation work.

Place of performance and jurisdiction

The place of performance for delivery and payment is 2120 Obersdorf. All disputes arising from this contract or relating to its breach, termination or invalidity shall be exclusively decided by the competent commercial court in Korneuburg, which has jurisdiction over 2120 Obersdorf. We are also entitled to file a lawsuit at the customer’s place of general jurisdiction.

Applicable law

Austrian law shall apply, excluding conflict of laws rules and the UN Convention on Contracts for the International Sale of Goods.

Final provisions

Any side agreements, amendments or additions must be in writing to be valid. This also applies to any waiver of this requirement for written form. Should any provision or essential part of these terms and conditions be or become wholly or partially invalid or incomplete, the validity of the remaining provisions shall not be affected. In such case, the invalid provision or the missing part shall be replaced by a provision that the parties would have agreed upon to achieve the same (economic) result, had they been aware of the invalidity or the missing provision.