General Terms and Conditions

§ 1 Scope, Form
(1) These General Terms and Conditions (hereinafter referred to as "GTC") apply to all business relationships between us (Sinim GmbH) and our customers. Deviating or conflicting terms and conditions of the customer shall only become part of the contract if we have expressly agreed to their validity. Mere knowledge of the customer's terms and conditions and the unconditional execution of delivery shall not constitute acceptance.

(2) We offer our goods, services, and training exclusively for purchase or booking to natural or legal persons or partnerships with legal capacity who, at the time of concluding the legal transaction, act in the exercise of their commercial or independent professional activity (entrepreneurs within the meaning of the Austrian Civil Code – ABGB). Contracts with consumers are also subject to the relevant provisions of the ABGB.

(3) These GTC particularly apply to contracts for the sale and/or delivery of movable goods, irrespective of whether we manufacture the goods ourselves or purchase them from suppliers. Unless otherwise agreed, the version of the GTC valid at the time of the customer’s order shall apply.

(4) Legally relevant declarations and notifications by the customer in relation to the contract (e.g., setting deadlines, notice of defects, withdrawal or reduction) must be made in writing, i.e., in text form (e.g., letter, e-mail, fax). Statutory form requirements and further proof, in particular in cases of doubt regarding the legitimacy of the declaring party, remain unaffected.

§ 2 Conclusion of Contract
(1) Our offers are subject to change and non-binding. This also applies if we have provided the customer with catalogs, technical documentation (e.g., drawings, plans, calculations, cost estimates), or other product descriptions or documents.

(2) The order of goods by the customer shall be deemed a binding contractual offer. Unless otherwise stated in the order, we are entitled to accept this contractual offer within 14 days of its receipt. Acceptance can either be declared in writing (e.g., by order confirmation) or by delivering the goods to the customer.

§ 3 Delivery Period and Default of Delivery
(1) The delivery period shall be agreed individually or specified by us upon acceptance of the order.

(2) If we are unable to meet binding delivery deadlines for reasons for which we are not responsible (non-availability of performance), we shall inform the customer thereof without undue delay and simultaneously notify the expected new delivery deadline. If performance is also not available within the new delivery period, we shall be entitled to withdraw from the contract in whole or in part; any consideration already provided by the customer shall be refunded without delay. A case of non-availability of performance shall particularly include the untimely self-supply by our supplier if we have concluded a congruent hedging transaction, neither we nor our supplier are at fault, or we are not obliged to procurement in the individual case.

(3) The occurrence of our default of delivery shall be determined according to statutory provisions. In any case, however, a reminder from the customer is required. If we are in default of delivery, the customer may demand lump-sum compensation for the damage caused by the delay. The lump-sum compensation shall amount to 0.5% of the net price (delivery value) for each completed calendar week of delay, but in total not more than 5% of the delivery value of the goods delivered late. We reserve the right to prove that the customer has suffered no damage or significantly less damage than the above lump sum.

§ 4 Delivery, Transfer of Risk, Acceptance, Default of Acceptance
(1) Delivery shall be made ex warehouse, which is also the place of performance for the delivery and any subsequent performance. At the customer’s request and expense, the goods will be shipped to another destination (sale by delivery to a place other than the place of performance). Unless otherwise agreed, we are entitled to determine the type of shipment (in particular transport company, shipping route, packaging) ourselves.

(2) The risk of accidental loss and accidental deterioration of the goods passes to the customer at the latest upon handover. In the case of a sale by delivery to a place other than the place of performance, however, the risk of accidental loss and accidental deterioration of the goods as well as the risk of delay passes already upon delivery of the goods to the carrier, freight forwarder, or other person or institution designated to carry out the shipment. If acceptance has been agreed, this shall be decisive for the transfer of risk. In all other respects, the statutory provisions of the law on contracts for work and services apply to an agreed acceptance. The handover or acceptance is deemed equivalent if the customer is in default of acceptance.

(3) If the customer is in default of acceptance, fails to cooperate, or delays our delivery for other reasons for which the customer is responsible, we are entitled to demand compensation for the resulting damage including additional expenses (e.g., storage costs).

§ 5 Prices and Terms of Payment
(1) Unless otherwise agreed in individual cases, our current prices at the time of conclusion of the contract shall apply, ex warehouse, plus statutory VAT.

(2) In the case of a sale by delivery to a place other than the place of performance (§ 4 para. 1), the customer shall bear the transport costs ex warehouse and the costs of any transport insurance requested by the customer. If we do not invoice the transport costs actually incurred in the individual case, a flat transport charge (excluding transport insurance) shall be deemed agreed. Any customs duties, fees, taxes, and other public charges shall be borne by the customer.

(3) The purchase price is due and payable within 14 days from the date of invoicing and delivery or acceptance of the goods. However, we are entitled at any time, even within the framework of an ongoing business relationship, to carry out a delivery in whole or in part only against advance payment. We shall declare a corresponding reservation with the order confirmation at the latest.

(4) Upon expiry of the above payment deadline, the customer shall be in default. During the period of default, the purchase price shall bear interest at the statutory default interest rate applicable at the time. We reserve the right to assert further damage caused by default. Our claim to commercial default interest (§ 456 UGB) against merchants remains unaffected.

(5) The customer shall only be entitled to set-off rights or rights of retention to the extent that his claim has been legally established or is undisputed. In the event of defects in the delivery, the customer’s counter-rights, in particular pursuant to § 7 para. 6 sentence 2 of these GTC, remain unaffected.

§ 6 Retention of Title
(1) We retain title to the goods sold until full payment of all our present and future claims arising from the purchase contract and an ongoing business relationship (secured claims).

(2) The goods subject to retention of title may not be pledged to third parties or assigned as security before full payment of the secured claims. The customer must notify us immediately in writing if an application is filed for the opening of insolvency proceedings or insofar as third parties seize the goods belonging to us (e.g., seizures).

(3) In the event of conduct by the customer in breach of contract, in particular in the event of non-payment of the purchase price due, we are entitled to withdraw from the contract in accordance with the statutory provisions and to demand return of the goods on the basis of the retention of title and withdrawal. If the customer fails to pay the purchase price due, we may only assert these rights if we have previously set the customer a reasonable deadline for payment without success or if such a deadline is dispensable under the statutory provisions.

(4) The customer is authorized until revoked in accordance with (c) below to resell and/or process the goods subject to retention of title in the ordinary course of business. In this case, the following provisions additionally apply:
a) The retention of title extends to the full value of the products resulting from the processing, mixing, or combination of our goods, whereby we are considered the manufacturer. If, in the case of processing, mixing, or combination with goods of third parties, their ownership rights remain, we acquire co-ownership in proportion to the invoice values of the processed, mixed, or combined goods. Otherwise, the same applies to the resulting product as to the goods delivered under retention of title.
b) The customer hereby assigns to us by way of security all claims against third parties arising from the resale of the goods or the product, in total or in the amount of our possible co-ownership share in accordance with the above paragraph. We accept the assignment. The obligations of the customer mentioned in para. 2 also apply in respect of the assigned claims.
c) The customer remains authorized to collect the claim in addition to us. We undertake not to collect the claim as long as the customer meets his payment obligations to us, there is no deficiency in his ability to perform, and we do not assert the retention of title by exercising a right pursuant to para. 3. If this is the case, however, we can demand that the customer informs us of the assigned claims and their debtors, provides all information required for collection, hands over the associated documents, and informs the debtors (third parties) of the assignment. In addition, in this case we are entitled to revoke the customer’s authority to further sell and process the goods subject to retention of title.
d) If the realizable value of the securities exceeds our claims by more than 10%, we shall release securities of our choice at the customer’s request.

§ 7 Claims for Defects by the Customer
(1) Unless otherwise provided below, the statutory provisions shall apply to the customer’s rights in the event of material defects and defects of title (including incorrect and short delivery, as well as improper assembly/installation or defective instructions). In all cases, the special statutory provisions on final delivery of the goods to a consumer (supplier recourse pursuant to §§ 478, 479 ABGB) remain unaffected.

(2) The basis of our liability for defects is above all the agreement reached on the quality of the goods. All product descriptions which are the subject of the individual contract shall be deemed an agreement on the quality of the goods.

(3) If no quality has been agreed, it shall be assessed according to statutory provisions whether a defect exists or not (§ 922 ABGB).

(4) The customer’s claims for defects presuppose that he has fulfilled his statutory obligations to inspect and give notice of defects (§§ 377, 381 UGB). If a defect becomes apparent during the inspection or later, we must be notified thereof in writing without delay. Notification shall be deemed without delay if it is made within two weeks, whereby timely dispatch is sufficient to meet the deadline. Irrespective of this obligation to inspect and give notice of defects, the customer must notify obvious defects (including incorrect and short delivery) in writing within two weeks of delivery, whereby timely dispatch is also sufficient to meet the deadline. If the customer fails to carry out the proper inspection and/or notification of defects, our liability for the defect not notified or not notified in due time or not properly is excluded.

(5) If the delivered item is defective, we can first choose whether to provide supplementary performance by remedying the defect (rectification) or by delivering a defect-free item (replacement delivery). Our right to refuse supplementary performance under statutory conditions remains unaffected.

(6) We are entitled to make the supplementary performance owed dependent on the customer paying the purchase price due. However, the customer is entitled to retain a part of the purchase price which is reasonable in relation to the defect.

(7) The customer must give us the time and opportunity necessary for the supplementary performance owed, in particular to hand over the goods complained of for inspection purposes. In the case of a replacement delivery, the customer must return the defective item in accordance with statutory provisions. Supplementary performance does not include dismantling the defective item or re-installing it if we were not originally obliged to install it.

(8) We shall bear or reimburse the expenses necessary for the purpose of inspection and supplementary performance, in particular transport, travel, labor, and material costs, as well as dismantling and installation costs, if there is actually a defect. Otherwise, we may demand reimbursement from the customer of the costs incurred from the unjustified request to remedy the defect (in particular inspection and transport costs), unless the lack of defectiveness was not apparent to the customer.

(9) In urgent cases, e.g., if operational safety is endangered or to avert disproportionate damage, the customer has the right to remedy the defect himself and demand reimbursement from us for the expenses objectively necessary for this. We must be informed immediately, if possible in advance, of such self-remedy. The right to self-remedy does not exist if we were entitled to refuse corresponding supplementary performance in accordance with statutory provisions.

(10) If the supplementary performance has failed or a reasonable deadline set by the customer for supplementary performance has expired unsuccessfully or is dispensable according to statutory provisions, the customer may withdraw from the purchase contract or reduce the purchase price. In the case of an insignificant defect, however, there is no right of withdrawal.

(11) Claims by the customer for damages or reimbursement of futile expenses exist only in accordance with § 8 and are otherwise excluded.

§ 8 Other Liability
(1) Unless otherwise provided in these GTC including the following provisions, we shall be liable in accordance with statutory provisions for breach of contractual and non-contractual obligations.

(2) We shall be liable for damages – regardless of the legal ground – in the event of intent and gross negligence. In the case of simple negligence, we shall only be liable:
a) for damages resulting from injury to life, body, or health,
b) for damages resulting from the breach of an essential contractual obligation (obligation, the fulfillment of which is essential for the proper performance of the contract and on the compliance of which the contractual partner regularly relies and may rely); in this case, however, our liability shall be limited to compensation for foreseeable, typically occurring damage.

(3) The limitations of liability resulting from para. 2 also apply in the event of breaches of duty by or in favor of persons whose fault we are responsible for under statutory provisions. They do not apply if a defect was fraudulently concealed or a guarantee for the quality of the goods was assumed and for claims of the customer under the Product Liability Act.

(4) The customer may only withdraw or terminate due to a breach of duty that does not consist of a defect if we are responsible for the breach of duty. A free right of termination of the customer (in particular pursuant to §§ 918 et seq. ABGB) is excluded. In all other respects, the statutory requirements and legal consequences apply.

§ 9 Limitation Period
(1) Notwithstanding § 438 para. 1 no. 3 ABGB, the general limitation period for claims arising from material defects and defects of title is one year from delivery. If acceptance has been agreed, the limitation period begins with acceptance.

(2) The above limitation periods under sales law also apply to contractual and non-contractual claims for damages by the customer based on a defect of the goods, unless the application of the regular statutory limitation period (§§ 195, 199 ABGB) would lead to a shorter limitation period in the individual case. However, claims for damages by the customer under § 8 para. 2 sentence 1 and sentence 2(a) as well as under the Product Liability Act shall become time-barred exclusively according to the statutory limitation periods.

§ 10 Choice of Law and Place of Jurisdiction
(1) The law of the Republic of Austria shall apply to these GTC and all legal relationships between us and the customer, excluding international uniform law, in particular the UN Sales Convention.

(2) If the customer is a merchant within the meaning of the Austrian Commercial Code (UGB), a legal entity under public law, or a special fund under public law, the exclusive – including international – place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be our registered office in Austria. However, we are also entitled to bring an action at the customer’s general place of jurisdiction.