Terms and Conditions

General Purchasing Conditions for Suppliers of Tekpoint GmbH

1. Conclusion of contract

All deliveries by the seller are affected on the basis of the following General Conditions of Sale and Delivery. Any changes or additional agreements require the written confirmation of the seller to become effective and only apply to the relevant individual transaction. The seller herewith objects to any deviating conditions of purchase of the purchaser; they are also not binding on the seller, even if the seller does not object to them again upon conclusion of the contract. The transmission of the order confirmation shall not be regarded as an acknowledgement of the purchaser’s conditions as well. The seller’s conditions are deemed to be accepted at the latest upon acceptance of the goods.

2. Change orders and order confirmation

Orders by the purchaser or amendments of such orders can be made by the purchaser in any oral, written or telephonic form. If an order confirmation is not given by the seller within a reasonable period (at the latest 7 days after receipt) in a written form, the purchaser is no longer bound to the purchase order. Until the receipt of such an order confirmation, the purchaser is entitled to withdraw from the order without giving reasons. Amendments of the order made by the seller shall be considered accepted only, if the purchaser accepts such amendments in a written form. In general such amendments do not bind the purchaser to approval and payment.

3. Offers

Offers of the seller are free of charge, even if the offer results from a request of the purchaser. This applies even if no purchase order results from the request. The seller is bound to his offers for minimum of two weeks after the purchaser’s receipt of the offer.

4. Prices

The prices indicated in the purchaser’s purchase orders are binding. Any price changes – irrespective of the reason – and prices which are not contained in the purchase order or which can only be notified after the purchase order must be acknowledged by the purchaser in writing. Unless agreed otherwise in the purchase order in writing, the agreed prices are free place of delivery exclusive VAT, including packaging, transport costs as well as all other expenses, costs, taxes and fees related to the purchase order.

5. Delivery period and acceptance

The agreed delivery dates are binding, except in cases of force majeure. The delivery period specified by the purchaser is calculated from the date of the purchase order. If no delivery or incomplete delivery is effected within this period, the purchaser has the right to cancel the contract without granting a grace period, without prejudice to the purchaser’s right to make damage claims. If the seller realizes that punctual delivery is impossible as a whole or in part, the seller is bound to notify the purchaser immediately in writing by specifying the reasons and the expected additional delivery period. The purchaser’s assessment shall be decisive for determining the delivered quantity, unless any assessment by the railway authorities is presented. Premature deliveries and/or partial delivery shall only be due upon written acceptance by the purchaser. Such deliveries shall not affect the purchaser’s term of payment. In any event the purchaser is not obliged to accept goods that are presented to the purchaser by the seller.

6. Non-competition clause

The seller guarantees that the purchased goods do not feature the same International Mobile Station Equipment Identity (IMEI) as goods already acquired by the purchaser. Otherwise the purchaser reserves the right of cancellation of or rescission from the contract.

7. Shipment

The shipment has to be sent to the address stipulated in the purchase order. Shipments may only be carried out by carriers and/or forwarders if the purchaser has explicitly agreed in writing. In general shipment instructions of the purchaser have to be followed by the seller. The seller is bound to notify the purchaser immediately of the dispatch of each shipment. A packing slip or delivery note, showing the purchaser’s purchase order number, is to be attached to the shipment. If such a packing slip or delivery note is not attached to the shipment, the purchaser reserves the right to deny the takeover and/or the payment of the shipment. The purchaser will only bear the costs of transportation insurance if this has been agreed upon explicitly in writing. In the event of border-crossing shipments, at least two invoices as customs documents and certificates of origin are to be included in the freight documents. All shipments that cannot be accepted due to non-compliance with the aforementioned shipment, customs or documentation provisions will be stored at the seller’s cost and risk until smooth handling of the transaction has become possible through the submission of proper documents. All risks, losses and costs resulting from a non-compliance with the aforementioned shipment, customs and documentation provisions shall be borne by the seller and the due date of invoice payment shall be extended accordingly based on the date of performance or submission of missing papers or documents. The purchaser reserves the right to deny the takeover of shipments, which are fraught with cash on delivery, cash advances or similar burdens.

8. Packaging

The seller is obliged to provide appropriate packaging based on the specific requirements of the goods and/or the type of shipment so that the proper arrival of the goods at the place of delivery is ensured. The packaging costs are included in the prices of the purchase order. The packaging itself must not be returned to the seller. Costs resulting from damage to the goods due to insufficient packaging shall be borne by the seller in any case.

9. Retention of title

The purchaser does not accept retention of title of the seller. Such retention of title are ineffective.

10. Passing of risk

The risk to the goods shall not pass to the purchaser before proper acceptance/takeover of the goods at the agreed place of delivery. Decisive for the proper takeover/acceptance is the confirmation by the competent institution/person of the purchaser, no matter if the receipt of the goods and/or the payment of the prices for the goods occurred before such a proper takeover/acceptance.

11. Notice of defects

The period for the review of the delivered goods with regard to amount, condition and quality as well as for the notice of possible defects is 4 weeks after the proper takeover/acceptance according to point 10. The notice period for hidden defects is 2 months after the discovery of such hidden defects, even if the aforementioned period of 4 weeks has expired. With respect to goods, which usually remain in the packaging until use, defects that become visible upon unpacking are regarded as hidden defects. The notice of defect by the purchaser is not bound to a specific form. The seller waives its right to the objection of a belated notice of defects.

12. Guarantee

The warranty period for products purchased from Tekpoint GmbH is at least 12 months from the date of purchase. The statutory warranty applies in full.

13. Liability

The seller is liable for all damages with regard to delayed and/or inadequate delivery. The seller is responsible for the adequate insurance of the delivery and the delivered goods and waives its rights to regress against the purchaser. The seller is obliged to indemnify the purchaser from and against any damage claims or product liability claims that may be asserted against the purchaser in connection with the goods. To the extent permissible under Austrian law (i.e., in cases of slight negligence and also in cases of simple gross negligence), the liability of the purchaser is expressly excluded. The purchaser and the seller shall purchase and sell the goods in compliance with existing national and international tax law. The seller undertakes to indemnify the purchaser from and against all claims regarding the non-compliance with these provisions, in particular with VAT law.

14. Property rights

The seller is responsible for not infringing the property rights of third parties in conjunction with the goods and is obliged to indemnify the purchaser from and against any claims that may be asserted against the purchaser in connection with such property rights.

15. Confidentiality clause

With regard to information brought to the attention of the seller in the performance of the order/delivery, the seller is ineligible to divulge this information to third parties or use them for their own benefit or that of any third party. The seller must keep this information confidentially, even after the delivery. The seller must transfer these obligations to all his subcontractors and employees.

16. Terms of payment and tax

The purchaser will pay the seller’s invoices only after the delivery of the complete order and at a discount of 3% within 30 days or net within 90 days. If the invoice is received later than the goods, the date of receipt of the invoice shall be decisive for calculating the payment periods pursuant to the paragraph above. In the event of any defects in the delivery, the purchaser is entitled to retain due payments. Payments made do not constitute an acknowledgement of the correctness of the delivery nor a waiver of any rights on the purchaser’s part. The purchaser is entitled to offsetting if any counter-claims exist. Any adjustments of this approach require in all cases the written consent of an authorised representative of the purchaser.

17. Order documents

Any drawings, drafts, models, etc. attached to the purchaser’s inquiries or purchase orders remain its property and are to be returned to the purchaser together with the quotation or after execution of the purchase order. These documents must not be made available to any third parties.

18. No transfer of rights

The transfer of the rights under the delivery contract to third parties without the purchasers’s consent is not permitted.

19. No offsetting

Offsetting with counter-claims against the purchaser’s claims is not permitted, unless the purchaser acknowledges such offsetting explicitly in writing in an individual case by specifying the amount.

20. Invalidity of individual provisions

If individual provisions of the General Conditions of Purchase are invalid, the validity of the remaining provisions of these General Conditions of Purchase and of the conclusion of contract shall not be affected.

21. Applicable law, place of performance, place of jurisdiction

The laws of the Republic of Austria shall be applicable. The provisions of the UNCITRAL Sales Convention of 1980 are excluded. The place of performance for delivery and payment shall be Vienna.The place of jurisdiction for all disputes under this contractual relationshipshall be the competent court in Vienna.