General terms and conditions

1. General, conclusion of contract and prices

Scope of these terms: These terms and conditions apply exclusively. Conflicting or deviating terms of the customer are not recognised unless TR-Tec has expressly agreed to their application in writing.

Written form: Amendments and additions to the contract as well as verbal side agreements require written confirmation by TR-Tec to be legally effective. This also applies to any waiver of this written form requirement.

Offers and conclusion of contract: Offers made by TR-Tec are subject to change and non-binding. The customer order constitutes a binding offer. The contract is concluded only upon our written order confirmation or upon actual execution of the delivery.

Prices: All prices are in euro (€) net, excluding the applicable statutory value added tax, ex works / ex warehouse of TR-Tec. All ancillary costs such as packaging, freight, insurance, customs duties and other charges are borne by the customer.

2. Delivery, delivery periods and force majeure

Delivery periods: Agreed delivery periods are non-binding unless they have been expressly confirmed in writing as a "fixed date". The delivery period begins on the date of the order confirmation, but not before all technical and commercial details have been fully clarified and any obligations of the customer to cooperate have been met (for example provision of documents, approvals, payment of a deposit).

Force majeure: Events of force majeure (for example natural disasters, pandemics, war, strikes, shortages of energy or raw materials, operational or transport disruptions for which we are not responsible) that substantially impede or prevent performance by us or our suppliers extend the delivery periods appropriately. If the impediment lasts longer than three months, both parties are entitled to withdraw from the contract after setting a reasonable grace period. Claims for damages are excluded in this case.

Partial deliveries: Partial deliveries are permitted and may be invoiced separately.

3. Passing of risk

Dispatch: The risk of accidental loss and accidental deterioration of the goods passes to the customer upon handover to the forwarding agent, the carrier or any other person designated to carry out the dispatch. This also applies if TR-Tec organises the transport or bears the cost of it.

Default of acceptance: If the customer is in default of acceptance or breaches other obligations to cooperate, the risk of accidental loss or accidental deterioration of the goods passes to the customer at the point in time at which the default occurred.

4. Terms of payment

Due date: Unless otherwise agreed in writing, our invoices are due for payment immediately upon receipt without any deduction.

Late payment: In the event of late payment we are entitled to charge default interest of 9.2 percentage points above the base rate per annum (§ 456 of the Austrian Commercial Code). We reserve the right to assert further damages. The customer also undertakes to reimburse all reminder and collection charges necessary to recover the claim.

Loss of instalment privileges: If the customer is in default with a payment, TR-Tec is entitled to declare all outstanding claims arising from the business relationship immediately due and to carry out further deliveries only against advance payment.

No set-off or right of retention: The customer is entitled to set-off only if its counterclaim is undisputed by us or has been established with final legal effect. A right of retention on the part of the customer, in particular on account of warranty claims, is excluded.

5. Retention of title

Simple retention of title: The delivered goods remain our property until all claims arising from the business relationship have been paid in full.

Extended retention of title (resale): The customer is entitled to resell the goods subject to retention of title in the ordinary course of business. In this case the customer hereby assigns to us all claims in the amount of the final invoice amount that accrue to the customer from the resale against its own purchasers.

Processing clause: Any processing or transformation of the goods subject to retention of title by the customer is always carried out on our behalf. If the goods are processed with other items not belonging to us, we acquire co-ownership of the new item in the ratio of the value of the goods subject to retention of title to the other processed items.

Seizure and third-party access: In the event of access by third parties to the goods subject to retention of title (for example seizure), the customer must point out our ownership and notify us in writing without delay.

Software: For software products the customer acquires only a non-exclusive, non-transferable licence to use the work for the agreed purpose. Intellectual property remains with TR-Tec or the licensor. Any resale or sublicensing by the customer requires our express written consent.

6. Warranty

Notice of defects: The customer is obliged to examine the delivered goods without delay upon receipt and to give written and specified notice of any defects without delay, at the latest within 8 days (§ 377 of the Austrian Commercial Code). Hidden defects must likewise be notified in writing without delay after their discovery. Otherwise the goods are deemed approved and all claims (warranty, damages for the defect itself, error) are excluded.

Warranty remedies: The warranty is provided, at our option, by repair or replacement. Claims for price reduction or rescission (termination of contract) are excluded unless repair and replacement are impossible, involve disproportionate effort for us, or we fail to meet our obligation of subsequent performance within a reasonable period.

Exclusion in case of fault of the customer: The warranty is excluded for defects attributable to improper handling, faulty assembly or commissioning by the customer or third parties, natural wear and tear, or incorrect information provided by the customer.

Costs of unjustified notices of defect: If a notice of defect proves to be unjustified, the customer must reimburse all costs incurred by us as a result (for example examination, transport).

7. Liability

Limitation of liability: Our liability for property damage caused by slight negligence, compensation for consequential damage, pure financial loss, loss of profit and damage arising from third-party claims against the customer is excluded. This limitation of liability does not apply to personal injury or to damage based on gross negligence or intent on the part of TR-Tec.

Product liability: Any recourse liability within the meaning of § 12 of the Austrian Product Liability Act is excluded unless the party entitled to recourse proves that the defect was caused within our sphere and was culpably caused at least by gross negligence. The customer undertakes to pass this exclusion of liability on to its own purchasers.

8. Applicable law, place of performance and jurisdiction

Choice of law: Austrian law applies, excluding its conflict-of-law rules and the UN Convention on Contracts for the International Sale of Goods (CISG).

Place of performance and jurisdiction: The place of performance for delivery and payment is the registered office of TR-Tec. The court with subject-matter jurisdiction for the registered office of TR-Tec is agreed as the exclusive place of jurisdiction for all disputes arising from or in connection with this contract.