Valid for entrepreneurs (B2B) – mandatory protective provisions take precedence in consumer transactions

1. SCOPE OF APPLICATION AND PARTIES TO THE CONTRACT

Redl Group – Contracting Parties:

These General Terms and Conditions (GTC) apply to all current and future transactions, declarations and other legally binding agreements concluded by:

• Redl GmbH, Hollabrunn, Austria
• Redl Gastrosystems GmbH (affiliated company of Redl GmbH)
• Redl Technologies GmbH (affiliated company of Redl GmbH)
• Redl Servicepartner GmbH (affiliated company of Redl GmbH)

All of the aforementioned companies are hereinafter collectively referred to as the “Redl Group”. The Redl Group company concluding the contract in each case can be seen from the specific offer, the order confirmation or the respective contract. These GTC apply equally to each Redl Group company.

Validity for entrepreneurs and consumers:

These GTC are primarily aimed at entrepreneurs within the meaning of Section 1 of the Austrian Commercial Code (UGB) and legal entities under public and private law (B2B). Each contracting company of the Redl Group is entitled to request appropriate proof of the company (e.g. extract from the commercial register, VAT number) before concluding a contract.

Insofar as contracts are concluded with consumers within the meaning of Section 1 KSchG (Consumer Protection Act) in individual cases, the mandatory protective provisions of the KSchG shall take precedence over these GTC. All other provisions of these GTC also apply to consumers insofar as they do not violate mandatory consumer law.

The terms and conditions of the business partner shall not apply even without the express reservation of the Redl Group. Conflicting or deviating terms and conditions of the business partner shall not be recognized. The business partner hereby expressly waives the assertion of any terms and conditions of its own.

Agreements deviating from these GTC must be made in writing, otherwise they shall be invalid. Verbal declarations shall only become effective upon written confirmation by the Redl Group. Silence or inaction on the part of the Redl Group shall not be deemed to constitute a declaration. Should individual provisions of these GTC be invalid in whole or in part, the validity of the remaining parts shall not be affected (severability clause).

2. CONCLUSION OF CONTRACT

The basis of the business relationship is the respective contract, in which all agreed services (scope of services) and the remuneration are recorded. By signing the contract, the business partner confirms that it is aware of the scope of services of the systems offered and has no claims to free special functions that have not been confirmed or agreed in writing.

The offers of the Redl Group are non-binding and subject to change. The Redl Group reserves the right to change the information contained therein at any time. Orders placed by the business partner shall only be deemed accepted upon written order confirmation by the Redl Group. The Redl Group is entitled to demand a down payment of an appropriate amount and to make its receipt a condition of fulfillment of the contract.

The business partner shall be solely responsible for any permits or authorizations under private or public law that are necessary for the operation or use of the services and products provided by the Redl Group and shall bear all associated costs.

The prices quoted by the Redl Group are in euros and do not include VAT. The Redl Group reserves the right to change prices and to correct pricing errors. In the event of an order deviating from the overall offer, the Redl Group reserves the right to make corresponding price adjustments, which will be brought to the customer’s attention by means of an order confirmation.

The prices quoted in the contract offers are based on the labor and material costs valid at the time the offer is prepared. The Redl Group expressly reserves the right to make price corrections in the event of increased labor, material and other costs and to prior sale of the goods offered.

In the case of assembly work on site at cost, the prices are quoted in euros excluding 20% VAT based on the current assembly rates of the Redl Group. The signed delivery bills shall serve as the basis for invoicing. In the case of agreed all-inclusive prices for installation work, these shall include installation allowances in accordance with the respective scope of the offer. The customer must ensure that the electrical system components to be worked on by the Redl Group fitters are de-energized, earthed and secured against being switched on again.

3. PREPARATION OF COST ESTIMATES

The Redl Group can provide cost estimates on request. Simple quotations and standard configurations are free of charge. The Redl Group reserves the right to charge a processing fee of 2% of the order value offered for complex, individually prepared cost estimates (in particular for technical planning, customer-specific configuration or on-site appointments) if no contract is concluded. The possible obligation to pay a fee shall be pointed out before the cost estimate is drawn up. If a contract is concluded on the basis of the cost estimate, the processing fee shall be waived.

4. IDENTITY AND CREDITWORTHINESS OF THE CONTRACTUAL PARTNER

The Redl Group is entitled to verify all necessary information about the identity, legal capacity and capacity to contract as well as the authority to sign and represent of its business partner by presenting official documents (e.g. extract from the commercial register, photo ID, power of attorney). In addition, the Redl Group is entitled to check the creditworthiness and other economically relevant data of the business partner and, in the event of insufficient creditworthiness, to demand appropriate collateral.

5. DELIVERY AND TRANSPORT RISK

Unless otherwise agreed, the delivery period shall be based on the period specified in the Redl Group’s offer. The business partner expressly waives the assertion of delivery penalties and the assertion of costs for any loss of production in the event of a delay in delivery by the Redl Group.

Goods are shipped at the expense and risk of the business partner. The transportation risk shall pass to the business partner when the goods are handed over to the forwarding agent or carrier. [In the case of consumer transactions in accordance with § 7b KSchG, the transportation risk shall remain with the Redl Group until the goods are actually handed over]. Transport insurance shall only be taken out at the express request and for the account of the business partner.

6. TERMS OF PAYMENT

A payment claim shall be deemed to have been acknowledged if the business partner

The offsetting of counterclaims against the Redl Group and the withholding of payments due to alleged claims not recognized by the Redl Group is excluded (prohibition of compensation). The right of retention pursuant to § 1052 ABGB and other statutory rights of retention are also excluded.

The business partner shall also not be entitled to withhold payments due to incomplete overall performance, guarantee or warranty claims or notices of defects. All services provided by the Redl Group that are not expressly covered by the agreed remuneration shall be invoiced separately. This applies in particular to ancillary services and cash expenses. In the case of orders comprising several units or work steps, the Redl Group shall be entitled to issue an invoice after delivery of each individual unit or service.

For special repairs and custom-made products, a down payment of up to 40% of the order value must be made when the order is placed.

In the event of default in payment, interest shall be charged on the outstanding amounts. Furthermore, the business partner undertakes to reimburse all reminder and collection charges as well as costs incurred by legal representation. The business partner shall be reimbursed at least for each reminder; in the event of the intervention of a lawyer, the lawyer’s fees shall also be reimbursed.

The business partner undertakes to ensure smooth payment processing and, in the case of direct debit payments, to ensure that sufficient funds are available in the account. The business partner shall bear any expenses associated with payment processing.

7. STORAGE FEES

The Redl Group reserves the right to charge storage and handling costs for devices that have already been repaired but are not collected by the customer. This also applies to devices for which the customer has already been informed that they are ready for collection but have not been collected.

The Redl Group reserves the right to send devices and parts that are not collected by the customer within 60 days after a cost estimate has been drawn up or after a corresponding notification, at the expense of the business partner, and to dispose of them at the customer’s expense.

8. WITHDRAWAL FROM AND TERMINATION OF THE CONTRACT

The Redl Group shall be entitled to immediately terminate the contract or interrupt performance if the business partner or persons attributable to the business partner make it unreasonable for the Redl Group to maintain the contractual relationship.

The contractual relationship may be terminated by the Redl Group, in particular without observing a notice period, if:

• the business partner breaches these GTC or other material contractual provisions or has provided incorrect information when concluding the contract
• the business partner is wholly or partially in arrears with payments due despite a reminder and the setting of a grace period of 14 days
• insolvency or reorganization proceedings are applied for or opened against the assets of the business partner
• the business partner fails to fulfill a material contractual obligation
• extraordinary circumstances or circumstances beyond the control of the Redl Group make the provision of services by the Redl Group impossible or unreasonable for an unforeseeable period of time

If the execution of the order becomes impossible for reasons for which the business partner is responsible or is further delayed despite the setting of a reasonable grace period, the Redl Group shall also be entitled to terminate the contract immediately.

9. LIABILITY

The Redl Group shall only be liable for damages if it is proven to have acted with intent or gross negligence. Liability for slight negligence, consequential damage, pure financial loss, third-party claims, loss of profit, loss of production and business interruptions on the part of the business partner is excluded.

In the event of the sale of used equipment by the Redl Group, liability shall be limited to the purchase price actually paid by the business partner.

10. WARRANTY

The following warranty periods apply (§§ 922 ff ABGB):

• Newly sold devices/systems: 1 year, excluding service costs incurred for the replacement of defective parts.
• Rechargeable batteries: 6 months from delivery date
• Used devices: 6 months, excluding service costs incurred for the replacement of defective parts.
• Repairs carried out by the Redl Group (renewed/replaced parts): 1 year on the renewed part.

The warranty periods start from the date of delivery or the date of commissioning or from notification of readiness for collection.

Improvable defects shall be remedied at the discretion of the Redl Group by rectification or replacement delivery; rectification shall take precedence over price reduction and rescission.

The warranty does not apply to damage caused by:

• improper operation or abnormal operating and installation conditions
• Transport damage
• unauthorized changes by the business partner or third parties commissioned by the business partner
• improper maintenance

The business partner expressly waives any further warranty periods in accordance with § 929 ABGB.

The business partner is obliged to inspect delivered goods immediately upon receipt in accordance with § 377 UGB (Austrian Commercial Code) and to report any defects immediately in writing (by registered letter or by e-mail with read confirmation). In the case of installed systems, the notification of defects must be made immediately after commissioning and training. If the business partner fails to give notice of defects in good time, the goods or services shall be deemed to have been approved.

Claims for damages must be asserted in court within six months of knowledge of the damage, but at the latest within three years of the occurrence of the primary damage, unless mandatory statutory limitation periods provide otherwise.

11. DISPOSAL

Disposal of waste electrical and electronic equipment (WEEE), batteries and packaging:

• Assumption of the disposal obligation (B2B): The business partner assumes the obligation to properly dispose of the delivered devices after the end of use at its own expense in accordance with the applicable legal regulations (in particular ElektroG, EAG-VO or Directive 2012/19/EU). The business partner shall fully indemnify the Redl Group from all obligations to take back the equipment and from all associated third-party claims.
• Intra-Community deliveries / export: For deliveries to countries outside the Redl Group’s registered office, the business partner is deemed to be the distributor within the meaning of the respective national implementation of the WEEE Directive, the Battery Directive and the Packaging Directive in the country of destination. The business partner undertakes to fulfill all local reporting, registration and financing obligations (e.g. with national registers such as the EAR Foundation, UFH, ARA, etc.) independently and at its own expense.
• Duty to pass on & liability: The business partner must contractually bind Redl Group to these obligations if the goods are passed on to commercial third parties. If he fails to do so, he shall indemnify the Redl Group internally against all official sanctions, fines or costs resulting from non-compliance with national regulations in the country of destination. Upon request, the business partner shall provide the Redl Group with evidence of compliance with these obligations (e.g. by providing the registration numbers)

12. APPLICABLE LAW AND PLACE OF JURISDICTION

Austrian substantive and formal law shall apply exclusively, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).

The contracting parties agree that the District Court of Hollabrunn shall have subject-matter and local jurisdiction for any disputes arising from this legal transaction.

13. AMENDMENTS TO THESE TERMS AND CONDITIONS

The Redl Group is entitled to amend these GTC. The business partner shall be notified of amendments in writing or by e-mail at least 6 weeks before they come into force. If the business partner does not object to the amendments within 4 weeks of receipt of the notification, the amended GTC shall be deemed accepted. This consequence shall be expressly pointed out in the notification of amendment.

The current ones are available on the Redl Group website at www.redl.net/agb and are published there.