General Terms and Conditions

intelligent motion GmbH

1. Scope

1.1. These General Terms and Conditions apply between intelligent motion GmbH and natural or legal persons, hereinafter referred to as the “Customer”, for the present business-related legal transaction and for all future transactions, even where no express reference is made to them in individual cases, including future supplementary or follow-up orders.

1.2. The version of our General Terms and Conditions valid at the time the contract is concluded shall apply. These are available on our website at www.intelligentmotion.at

and have also been provided to the Customer.

1.3. We contract exclusively on the basis of these General Terms and Conditions.

1.4. Any terms and conditions of the Customer, or any amendments or additions to these General Terms and Conditions, shall only be valid with our express written consent.

1.5. The Customer’s terms and conditions shall not be deemed accepted, even if we do not expressly object to them after receipt.

2. Offers and Conclusion of Contract

2.1. Our offers are non-binding.

2.2. Any promises, assurances, guarantees, or agreements made by us that deviate from these General Terms and Conditions in connection with the conclusion of a contract shall only become binding upon our written confirmation.

2.3. Information about our products and services contained in catalogues, price lists, brochures, trade fair stands, circulars, advertising materials, or other media, hereinafter referred to as “information material”, which cannot be attributed to us, must be disclosed to us by the Customer if the Customer bases their decision to place an order on such information. In such cases, we shall be given the opportunity to comment on the accuracy of that information. If the Customer fails to disclose such information, it shall not be binding on us unless expressly confirmed by us in writing as forming part of the contract.

2.4. Cost estimates are provided without guarantee and are subject to a charge.

3. Prices

3.1. Unless expressly agreed otherwise, prices are not to be understood as fixed lump-sum prices.

3.2. Any services ordered by the Customer that are not covered by the original order shall be remunerated appropriately where no specific remuneration has been agreed.

3.3. Prices are exclusive of applicable statutory VAT and are ex warehouse. Packaging, transport, loading, shipping costs, customs duties, and insurance shall be borne by the Customer. We are only obliged to take back packaging where this has been expressly agreed.

3.4. The Customer shall arrange for the proper and environmentally responsible disposal of old materials at their own expense. If we are separately commissioned to carry out such disposal, this shall be remunerated additionally and appropriately where no specific fee has been agreed.

3.5. We are entitled, and at the Customer’s request obliged, to adjust agreed prices if changes of at least 5% occur after conclusion of the contract in:

(a) labour costs due to law, regulation, collective agreement, or company agreement; or

(b) other cost factors necessary for performance, including material procurement costs due to recommendations of parity commissions, changes in national or international market prices, exchange rates, or similar factors.

Any adjustment shall reflect the actual cost changes between conclusion of the contract and performance, provided that we are not in default.

3.6. For continuing obligations, remuneration shall be adjusted in line with the Consumer Price Index 2010, using the month in which the contract is concluded as the base month.

3.7. Travel time, daily allowances, and overnight expenses shall be charged separately. Travel time shall be deemed working time.

4. Materials Provided by the Customer

4.1. If the Customer provides equipment or materials, we are entitled to charge a handling surcharge of 10% of their value.

4.2. Such items are excluded from warranty. Their quality and operational readiness remain the responsibility of the Customer.

5. Payment

5.1. Half of the remuneration is due upon conclusion of the contract, with the remaining balance due upon completion.

5.2. Discounts require express written agreement.

5.3. Any payment allocations indicated by the Customer shall not be binding on us.

5.4. If the Customer is in default under any other contractual relationship with us, we may suspend performance under this contract.

5.5. We may also declare all outstanding claims arising from the ongoing business relationship immediately due and payable.

5.6. If payment deadlines are exceeded, any benefits granted, including discounts, reductions, or similar concessions, shall lapse and be added back to the invoice amount.

5.7. The Customer must reimburse all necessary and appropriate costs of debt collection, including reminder fees, collection agency costs, legal fees, and related expenses.

5.8. In the event of culpable default, we are entitled to charge default interest of 9.2 percentage points above the base interest rate in accordance with Section 456 of the Austrian Commercial Code.

5.9. We reserve the right to claim further damages caused by the delay.

5.10. Set-off is only permitted where the Customer’s counterclaims have been legally established or acknowledged by us.

5.11. In the event of culpable delay, reminder fees of €40 per reminder may be charged.

6. Credit Check

6.1. The Customer consents to their data being transmitted to creditor protection associations, including AKV, ÖVC, ISA, and KSV, for creditor protection purposes.

7. Customer’s Obligations to Cooperate

7.1. Our obligation to perform shall only begin once all technical details have been clarified, all prerequisites have been met, any advance payments or securities have been received, and the Customer has fulfilled their cooperation obligations.

7.2. The Customer must ensure that installation work can begin immediately upon our arrival.

7.3. The Customer must obtain all necessary approvals and permits at their own expense.

7.4. The Customer must provide any necessary energy and water.

7.5. The Customer must provide lockable rooms for workers and storage free of charge.

7.6.–7.12. The Customer is responsible for all necessary structural, technical, and legal conditions, the compatibility of systems, the provision of required information, and may not assign claims without our written consent.

8. Performance

8.1.–8.6. Changes, partial deliveries, and reasonable adjustments are permitted. Performance deadlines may be extended appropriately.

9. Delivery and Performance Deadlines

9.1.–9.5. Delivery and performance deadlines are only binding where agreed in writing. Delays caused by force majeure or by the Customer shall extend the relevant deadlines accordingly.

10. Transfer of Risk and Shipping

10.1.–10.4. Risk transfers to the Customer upon readiness for collection or upon handover to the transport provider. Shipping is carried out at the Customer’s risk.

11. Default of Acceptance

11.1.–11.4. In the event of delay in acceptance by the Customer, we may store the goods, charge applicable fees, or claim damages, up to 75% of the order value.

12. Retention of Title

12.1.–12.10. Goods remain our property until full payment has been received. Resale requires our consent. Our enforcement rights are reserved.

13. Third-Party Rights

13.1.–13.6. The Customer is responsible for ensuring that no third-party rights are infringed and must indemnify us against any related claims.

14. Our Intellectual Property

14.1.–14.3. All documents, plans, software, and related materials remain our intellectual property and may not be used without our consent.

15. Warranty

15.1.–15.16. The warranty period is one year. Defects must be reported promptly. The Customer bears the burden of proof, and the stated limitations shall apply.

16. Liability

16.1.–16.8. Liability is limited to intent or gross negligence, capped by the applicable insurance coverage, and excludes liability for improper use, failure to maintain the goods, and similar circumstances.

17. Purchasing Conditions

17.1. Suppliers must comply with RoHS-3 and REACH regulations.

18. Severability Clause

18.1.–18.2. If any provision of these General Terms and Conditions is or becomes invalid, the validity of the remaining provisions shall not be affected. Any invalid provision shall be replaced by a valid provision that comes as close as possible to the original economic intent.

19. General Provisions

19.1. Austrian law applies.

19.2. The United Nations Convention on Contracts for the International Sale of Goods is excluded.

19.3. The place of performance is the company’s registered office in Wartberg an der Krems.

19.4. The place of jurisdiction is the competent court at our registered office.

19.5. The Customer must notify us promptly in writing of any changes to their name, address, legal form, or any other relevant information.