(Version as of November 2022)
1. Applicability of Conditions
All deliveries and services provided by AXUS Informationstechnik GmbH (hereinafter referred to as AXUS) are subject exclusively to the following General Terms and Conditions, unless otherwise agreed in writing. Deviating provisions (e.g., the buyer’s general terms and conditions), side agreements, or contractual amendments require written approval from AXUS to be valid. This also applies to any deviation from the written form requirement.
2. Deliveries and Services
2.1. Offers made by AXUS are non-binding and subject to prior sale, pending self-supply by our suppliers. A contract is only concluded with written order confirmation by AXUS, or at the latest, upon acceptance of delivery by the buyer.
2.2. AXUS reserves the right to withdraw from contracts, particularly if there is suspicion that the buyer engages in morally questionable acts, violates applicable law, or lacks creditworthiness.
2.3. AXUS expressly reserves the right to make partial deliveries, provided they are reasonable, and to invoice them accordingly.
2.4. Delivery dates are based on AXUS’s estimated capabilities and are non-binding, subject to timely self-supply.
2.5. Delivery is made ex-warehouse Vienna at the buyer’s expense unless otherwise agreed in writing.
3. Delay in Acceptance
In the event of delayed acceptance, AXUS is entitled to charge the defaulting buyer 0.1% of the goods’ value per day from the 30th day of delay onwards, with a minimum fee of EUR 30. Regardless of this, the risk passes to the buyer from the start of the delay.
4. Transfer of Risk
Risk passes to the buyer as soon as the shipment has been handed over to the transport carrier.
5. Warranty
5.1. The buyer must check the goods immediately upon receipt for completeness and conformity with the delivery note or invoice. Failure to report any discrepancies will be considered acceptance of the goods as properly and fully delivered unless the defect was not detectable upon inspection.
5.2. AXUS may choose to remedy defects either by repair or by taking back and replacing defective goods.
5.3. Liability for normal wear and tear is excluded. Warranty claims do not apply to consumables such as print heads, ribbons, etc., or to defects caused by improper use, force, user errors, or natural events.
6. Other Claims for Damages
6.1. Claims for damages based on impossibility of performance, breach of contract, culpa in contrahendo, or tort are excluded unless caused by intent. In particular, AXUS shall not be liable for loss of profit or other financial damages of the buyer.
6.2. The maximum liability is limited to the order value, capped at EUR 10,000.
7. Retention of Title
7.1. All delivered goods remain the property of AXUS until full payment of all current and future claims under this contract has been received.
7.2. The buyer may, subject to revocation, resell the reserved goods in the ordinary course of business under their own retention of title. Pledging or assignment as security is not permitted.
7.3. In case of third-party access to reserved goods, the buyer must point out AXUS’s ownership and notify AXUS immediately.
8. Non-Compete Clause
8.1. A buyer or supplier is not permitted to employ former AXUS employees within one year after their departure from AXUS, nor subcontractors or freelancers within one year of their last assignment for AXUS, whether directly or indirectly, for their own or third-party benefit.
8.2. Any breach of this clause shall result in a contractual penalty of EUR 250,000 payable to AXUS, without prejudice to claims for additional damages.
8.3. This clause does not apply if AXUS is dissolved by termination or resolution.
9. Prices and Payment Terms
9.1. AXUS may request a down payment of one-third of the order sum. Another third is due upon delivery, and the balance upon acceptance.
9.2. Unless otherwise agreed in writing, payments are due immediately upon receipt of invoice without deductions. Receipt is deemed the date of postmark plus two postal days.
9.3. AXUS may allocate payments against older debts, notwithstanding other buyer instructions.
9.4. In case of default, AXUS may charge default interest of 1.5% per started calendar month without prior reminder. Reminder fees amount to EUR 25 for the first reminder and EUR 40 for each subsequent reminder.
9.5. Offsetting or withholding payments is only permitted if the buyer’s claims are legally established or recognized.
9.6. The buyer is not entitled to assign claims against AXUS to third parties.
9.7. Offers based on USD exchange rates are subject to fluctuations; AXUS reserves the right to apply the rate valid on the invoice date.
9.8. For net order values under EUR 200, a handling fee of EUR 20 will be charged.
10. Data Protection
10.1. The buyer expressly consents to the collection, processing, and storage of data necessary for contract execution without time limitation. This consent may be withdrawn in writing after statutory retention periods expire.
10.2. The buyer revocably agrees that parts of the contractual relationship may be used for promotional purposes, including as a reference on AXUS’s website.
11. Place of Jurisdiction and Performance
Place of performance and jurisdiction is Vienna, Austria. Austrian law applies.
12. Final Provisions
If any provision of these General Terms and Conditions is or becomes invalid or unenforceable, this shall not affect the validity of the remaining provisions. The invalid clause shall be replaced by a valid one that most closely reflects the original economic intent. The same applies to any gaps in these terms.