General Terms and Conditions

1. Scope and Contractual Partner

1.1 These General Terms and Conditions of Sale and Delivery (hereinafter referred to as "GTC") apply to all business relations between

(hereinafter referred to as "Seller" or "we") and its customers (hereinafter referred to as "Customer" or "Buyer") who are entrepreneurs within the meaning of § 1 UGB.

1.2 An entrepreneur within the meaning of these GTC is any natural or legal person or partnership with legal capacity who enters into a business relationship with us in the course of their commercial or independent professional activity.

1.3 These GTC apply exclusively. Conflicting, supplementary or deviating conditions of the customer do not become part of the contract, unless we have expressly agreed to their validity in writing. This also applies if we carry out deliveries and services without reservation in the knowledge of conflicting or deviating conditions.

1.4 Verbal collateral agreements are ineffective. Amendments or supplements to these GTC must be made in writing to be legally effective; this also applies to any waiver of the written form requirement.

2. Conclusion of contract

2.1 Our offers are subject to change and non-binding, unless they are expressly marked as binding. The presentation of our services (e.g. on our website, in brochures, catalogs, etc.) does not constitute a binding offer.

2.2 The customer's order is deemed a binding offer to conclude a contract. A contract is only concluded when we expressly accept the customer's order in writing (e.g. by order confirmation) or begin with the execution of the ordered service.

2.3 If the procurement or availability of certain materials or components (in particular components for assembly) is not secured at the time of the order or in the period up to the delivery/service deadline and this results in significant delays or impossibility of procurement, we are entitled to withdraw from the contract in part or in full. The customer will be informed of this immediately; payments already made will be refunded in this case. Further claims of the customer are excluded, unless we are liable for intent or gross negligence.

2.4 Changes or cancellations of an order require our express consent. Costs already incurred (e.g. material procurement, expenses for working time) may be charged.

3. Prices and Terms of Payment

3.1 All prices quoted by us are net in Euro (EUR) ex works (EXW) (Triester Straße 280, 8055 Graz, Austria)

excluding statutory value added tax. This will be charged additionally at the respective statutory rate.

3.2 Cost estimates and offers are – unless otherwise agreed – always subject to change. We reserve the right to change our prices accordingly if, after conclusion of the contract, cost reductions or cost increases occur (e.g. due to material price or wage increases). We will prove these to the customer on request.

3.3 Unless otherwise agreed, the invoice amount is due without deduction within 14 days from the invoice date. Cash discounts require a separate written agreement.

3.4 If the customer is in default of payment, we are entitled to demand default interest at a rate of 9.2 percentage points above the respective base interest rate (according to § 456 UGB). Further claims, in particular for reimbursement of dunning and collection costs (e.g. costs of legal prosecution), remain unaffected.

3.5 Offsetting or retention rights of the customer are excluded, unless the counterclaims have been legally established or expressly acknowledged by us.

4. Terms and Conditions of Delivery and Service

4.1 Type and scope of service
Our services generally include the assembly of prototype circuit boards. The specific scope of services results from the respective order confirmation or contractual agreement.

4.2 Delivery period
Specified delivery dates or periods are only binding if they are expressly designated as binding in writing. Compliance with the delivery period requires timely self-delivery (e.g. with components).

4.3 Partial deliveries
We are entitled to make partial deliveries, insofar as these are reasonable for the customer. Each partial delivery can be invoiced separately.

4.4 Transfer of risk
The risk passes to the customer at the latest with the dispatch of the goods (EXW) from the registered office of our company. This also applies if we take over the dispatch for the customer. If the dispatch is delayed due to a circumstance for which the customer is responsible, the risk already passes to the customer with the readiness for dispatch.

4.5 Shipping and costs
Unless expressly agreed otherwise, delivery and shipping are at the expense and risk of the customer. The customer bears the costs for packaging, transport and any transport insurance.

4.6 Acceptance
The customer is obliged to accept delivered goods immediately after receipt. In the event of default of acceptance by the customer, we are entitled to demand compensation for the damage incurred by us and/or to withdraw from the contract, provided that the prerequisites for this are met.

4.7 Force majeure
Events of force majeure, strikes, official measures or other circumstances for which we are not responsible, which make production, delivery or performance significantly more difficult or impossible, entitle us to postpone the delivery or performance for the duration of the hindrance or to withdraw from the contract. Claims for damages by the customer are excluded in these cases.

5. Retention of title

5.1 All delivered goods and manufactured prototypes (hereinafter referred to as "Reserved Goods") remain our property until full payment of all claims arising from the business relationship, including those arising in the future.

5.2 The customer is entitled to resell and/or process the Reserved Goods in the ordinary course of business as long as he is not in default of payment and no insolvency proceedings have been opened against his assets. In this case, it is agreed that we are entitled to proportionate (according to the invoice value) co-ownership of the new item created by processing, or that future claims from a resale are assigned to us in advance.

5.3 In the event of seizures or other interventions by third parties in the Reserved Goods, the customer must notify us immediately in writing and point out our reservation of title to the third party.

5.4 In the event of breach of contract by the customer, in particular in the event of default of payment, we are entitled to demand the return of the Reserved Goods and/or to withdraw from the contract. The demand for return does not include a declaration of withdrawal, unless we expressly declare this.

6. Obligation to inspect and give notice of defects, warranty

6.1 Obligation to inspect and give notice of defects
The customer must inspect the delivered goods immediately, at least within a reasonable period, for defects and notify us of any recognizable defects immediately in writing. Hidden defects must be reported in writing immediately after their discovery. If this obligation to inspect and give notice of defects is violated, the goods are deemed approved, and all claims arising from warranty are excluded.

6.2 Warranty period
Unless otherwise agreed in writing, the warranty period for our goods and services is 12 months from delivery or acceptance. We do not assume any warranty for wearing parts, consumables or components provided by the customer.

6.3 Remedy of defects
If there is a defect for which we are responsible, we are entitled, at our discretion, to make improvements (rectification) or replacement. If the remedy of defects finally fails or is unreasonably delayed for the customer, the customer may, at his discretion, demand a reduction in price or – if the defect is a material defect – withdraw from the contract.

6.4 Exclusion of warranty
We do not assume any warranty in the following cases in particular:

Defects that arise due to improper use, storage or operation by the customer,
Defects that are attributable to faulty components, materials or data provided by the customer,
normal wear and tear.

7. Liability

7.1 We are liable without limitation for damages resulting from injury to life, body and health that are based on intentional or grossly negligent conduct on the part of us, our legal representatives or vicarious agents.

7.2 For other damages, we are only liable in case of intent and gross negligence. In the event of slight negligence, we are only liable for the breach of essential contractual obligations (cardinal obligations), but limited to the typical, foreseeable damage.

7.3 Any further liability, in particular for lost profits, production downtimes, data losses, indirect damages or consequential damages, is – as far as legally permissible – excluded.

7.4 To the extent that our liability is excluded or limited, this also applies to the personal liability of our employees, workers, staff, representatives and vicarious agents.

7.5 Mandatory provisions of the Product Liability Act (PHG) remain unaffected.

8. Third-party property rights

8.1 If the customer provides us with data, layouts or other documents (e.g. PCB designs) for the purpose of assembly or production, he assures that no third-party rights are violated thereby. In this context, the customer shall indemnify and hold us harmless from all claims of third parties that result from a possible infringement of rights.

8.2 In the event that third parties make claims against us due to possible infringements of rights, the customer shall reimburse us for all costs incurred as a result (including reasonable costs of legal prosecution).

9. Place of performance, place of jurisdiction and applicable law

9.1 Place of performance for all obligations arising from this contract is, unless otherwise agreed, the registered office of our company in .

9.2 Place of jurisdiction is the court having subject-matter jurisdiction for the registered office of our company, provided that the customer is an entrepreneur. However, we are also entitled to sue the customer at his general place of jurisdiction.

9.3 Austrian substantive law applies exclusively, excluding the conflict of law rules and the UN Convention on Contracts for the International Sale of Goods (CISG).

10. Final provisions

10.1 Confidentiality
The customer undertakes to keep secret all information made accessible to him by us in the context of the business relationship, which is marked as confidential or is confidential by its nature, and not to pass it on to third parties.

10.2 Severability clause
Should a provision of these GTC be or become invalid or unenforceable, the remainder of the contract shall remain effective. In place of the invalid or unenforceable provision, a provision shall apply that comes as close as possible to what was economically intended.

10.3 Prohibition of assignment
The customer is not entitled to assign claims against us in whole or in part to third parties without our written consent.

10.4 Written form
Amendments and supplements to these GTC as well as all contracts concluded on the basis thereof must be made in writing. This also applies to any waiver of the written form requirement.

Status: January 2025