TEKAEF mediaCARD Ltd – Terms and Conditions of Trade
1.) Validity:
These general terms and conditions apply to all deliveries made by TEKAEF mediaCARD Ltd., also called TEKAEF hereinafter, to customers, representatives or other contract partners, called CUSTOMERs hereinafter. Furthermore, they apply to all future transactions between the contracting parties without requiring repeated reference to these general terms and conditions. They are fully applicable as to their substance and content except for such points which were differently agreed upon in individual cases on the basis of an acknowledgement of order and which were confirmed by TEKAEF in writing. Unless explicitly accepted in the matter of specific points, the terms and conditions of the customer are herewith expressly opposed and they are not recognized.
2.) Warranted Properties:
TEKAEF guarantees exactly those properties of delivered products and services which were explicitly assured in the acknowledgment of order. TEKEAF does not warrant for any exceeding properties, quality or features or for the suitability of the product for certain applications, even if this could be assumed due to the design.
3.) Licenses, Rights, Patents:
The customer guarantees that he holds or has obtained the approval of third parties, respectively, for all (musical, textual, graphical) copyrights and rights of use (beneficial interests) and/or all other required licenses or rights to use brands required for the production of delivered materials or for the desired (ordered) design/version and, on demand, has to furnish proof in appropriate form. TEKAEF is not responsible for checking whether possible rights of third parties might be infringed by products and design nor will it do such examinations. The customer will be fully liable for all claims resulting from possible infringements and other third-party claims and consequently holds TEKAEF completely harmless and prevents it from being sued for damages, including expenses incurred by TEKAEF for clarifying and staving off such claims.
4.) Offers, Acknowledgment of Order, Delivery Dates:
Offers are not binding and without obligation. Basis of the transaction is the acknowledgment of order. Promised dates of delivery are approximate dates ex works and depend on the timely delivery of required documents and pre-materials, proof of license according to Para. 3. as well as on the deposits of agreed prepayments or provision of securities on the part of the customer or third parties. In the event of culpable delay of the agreed delivery date, default is given only after expiry of an adequate grace period. Claims for indemnification resulting from default in delivery are, as far as legally permissible, ruled out and/or limited to the invoice value of the undelivered or not timely delivered goods.
5.) Deliveries:
Unless otherwise agreed, deliveries will basically be made „ex works“, 4971 Aurolzmuenster, against advance payment. Costs for packaging and transport will be borne by the customer. Starting with the consignment of the goods, all hazards/risks will pass over to the customer. Transport insurance will be provided only on the explicit request and at the expense of the customer. Part-shipments are permitted.
6.) Pre-materials, Quantity Variances, Clearance:
Pre-materials of the customer will be stored at the peril and risk of customer. The customer himself will be responsible for making advisable safety copies. All liabilities and compensations for damage caused by the loss of pre-materials are, as far as legally permissible, ruled out. TEKAEF will, at any rate, be maximally liable for up to the extent of the material and/or order value of the production.
7.) Conditional Sale (Retention):
All delivered goods will remain in the ownership of TEKAEF until complete payment of all outstanding principal and secondary receivables. The customer is entitled to dispose of the goods in a proper course of business till canceled. The customer will by way of security assign any claims resulting from a possible resale to TEKEAF. TEKEAF will accept this assignment. The customer will have to inform TEKAEF of each such a resale by simultaneously forwarding an invoice copy to it and make this assignment of security evident in his books. On demand by TEKEAF, the customer is obliged to inform the third party debtor. Exercising of conditional sale does not mean cancellation of/withdrawal from the contract.
8.) Notice of Defect:
Deliveries must be checked for their orderly condition immediately after receipt. Non-receipt of a shipment must be reported to TEKAEF in writing not later than within 8 days after receipt of the invoice. Visible defects and quantity variances must be reported to the seller in writing by specifying the defect and referring to the delivery note or invoice number within maximal 8 days after receipt of the goods at the place of destination. Delayed notices of defect cannot be accepted. Hidden defects must also be reported immediately after discovery with a time of preclusion of 6 months after receipt of the goods being applicable here. Complaints can only refer to expressly assured properties or quantity variances; all other deficiency claims cannot be recognized. As for recognized deficiencies/defects, TEKAEF offers in accordance with its own choice to either take the goods back or to replace/compensate them with equivalent goods or a price reduction in the form of a credit. The customer is obliged to return wrongly delivered or deficient goods immediately - not later than 8 days after notice of defect and/or within the legally granted time limits - to TEKAEF. Should he not comply with this obligation in due time, the warranty obligation ceases automatically. Notices of defect do not release the customer from fulfilling his payment obligations vis-a-vis TEKAEF. As far as legally permissible, claims for compensation are ruled out. Compensations for consequential losses and lost profits, non-achieved savings, lost interest, and claims of third parties against the customer are definitely ruled out. TEKAEF’s liability is limited to the order value of the deficient delivery.
9.) Payment and Counterbalancing:
Invoices outstanding are immediately due and payable after their receipt or otherwise within the agreed period of payment. Payments will always be credited to costs and interest first and then to the claim with the oldest date. Balancing by the customer against claims of the customer is ruled out.
10.) Consequences of Default in Payment:
In case of failure to pay on due date, TEKAEF is entitled - with the reservation of enforcing an additional damage claim - to charge interest on arrears of 12 percent per annum, expenses per reminder, and all collection costs. In the event of default in payment TEKAEF is entitled to suspend all already promised deliveries until the outstanding principal and secondary claims outstanding are fully paid. In case or after a default in payment, deliveries will only be made against payment up front. Also, all other special conditions agreed on with the customer will become invalid. In case of default in payment, TEKAEF can also assert its reservation of proprietary rights and retrieve all TEKAEF-produced goods up to the respective extent and utilize them itself until all outstanding principal and secondary claims are covered by this utilization.
11.) Place of Performance, Legal Venue and Laws:
Place of performance is Aurolzmuenster/Austria. Legal venue for the jurisdiction over the subject is the competent court in Ried / Inn District / Austria. Austrian laws shall prevail.
In case of doubt, the German version will prevail.
TEKAEF mediaCard Ltd.
Seyring 3, 4971 Aurolzmuenster/Austria
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