General Terms and Conditions of Sale and Delivery
1. General – Scope of Application
a) Our general terms and conditions of sale and delivery shall apply exclusively. In case purchasing or delivery contracts are concluded, these terms and conditions of sale and delivery shall apply as a supplementary, integral part of the contract. We do not recognize conditions that contradict or deviate from our terms and conditions of sale and delivery unless we have expressly agreed to their validity in writing. Our terms and conditions of sale and delivery also apply if we supply the customer without reservation, although we are aware of conflicting or deviating terms applied by the customer.
b) Our terms and conditions of sale and delivery apply to all future transactions with the customer and specifically to the delivery of purchased items (goods) and, mutatis mutandis, for the provision of services.
2. Purchase orders – Offer documents
a) Orders sent to us do not constitute an order to fulfill a contract, but rather an offer to conclude a contract. The acceptance of an order requires a written “order confirmation” to become legally valid. We reserve the right to refuse offers also without stating any reasons.
b) Our offers are without obligation. The contract is only deemed concluded by us upon dispatch of a written order confirmation. The information contained in catalogs, brochures and the like, and other written or oral statements shall only be binding if referenced specifically in the order confirmation.
c) We reserve the right to the ownership of and the copyright to figures, drawings, calculations and other documents. This also applies to such written documents designated as “confidential”. Before forwarding them to third parties, the customer requires our express written consent. In the event that no contract is concluded, all documents received shall be returned to us immediately.
3. Prices – Payment terms
a) Our prices are quoted “ex works” and refer to the time when the order is placed. We reserve the right to adjust our prices accordingly if, up to delivery, increases in production costs occur, in particular due to collective agreements or an increase of material prices.
b) Our prices are exclusive of costs for packaging, loading, disassembly, return and disposal of electrical and electronic equipment. Our prices do not include VAT; this shall be separately specified on the invoice at the statutory rate.
c) The deduction of a cash discount for early payment, price discounts and/or other reductions require a special written agreement.
d) The purchase price is due for net payment (without deduction) within 14 days of the invoice date. If the customer is in arrears, regardless of whether the customer is at fault, we are entitled to charge interest at the rate of 8.5% above the statutory rate regulated by § 1000 Austrian Civil Code (ABGB), unless we can demonstrate a higher level of damages due to the arrears. The date on which payment is credited to our business account is definitive for determining the due date.
e) In case the customer is in arrears, irrespective of our other rights, we are entitled to postpone the fulfillment of our own obligations, pending payment or other performance, and to extend the delivery date by a reasonable length. In any case, we are entitled to invoice the customer for pre-trial costs, in particular reminder fees and attorney costs.
f) In case payment installments are negotiated, payment default is declared if even one payment installment is late or not received in full on the agreed date. With the occurrence of payment default, the entire outstanding amount is due immediately and without requiring notification. In addition, we are entitled to take custody of purchased items delivered under reservation of title (item 7) until our receivables, including our expenses arising from the custody, have been paid in full.
g) The customer may only set off claims against our receivables if they are legally established, undisputed or acknowledged by us in writing.
h) All invoices are issued by us directly to the customer. We do not accept payments from third parties on behalf of the customer without our prior written consent. In the event that the customer wishes to make payments through a third party, the customer is obliged to specify in writing no less than fourteen (14) days in advance the reason why the payment is to be made by a third party, as well as the relationship between the customer and that third party. In any case, we reserve the right not to accept such a payment by a third party and we reserve the right in any case – at our discretion – to examine within a certain time period whether we will accept these third party payments or not.
4. Conditions of delivery obligation
a) Our delivery obligation is conditional upon clarification of all technical issues and the proper performance of all obligations of the customer. Our delivery times are subject to change. The customer is only entitled to a right of withdrawal after prior setting of an appropriate grace period in writing. We are entitled to reasonable extension of agreed delivery times due to disruptions in operations of any kind or due to delivery delays by our suppliers. Where circumstances are unforeseeable or beyond our control, such as those occurring due to force majeure, preventing delivery deadlines to be met, these deadlines shall be extended accordingly.
The customer is obligated to inform us in writing immediately, no later than prior to handover of the purchased item, concerning any personal or material obstacles preventing shipment or use of the purchased item at its destination. The customer guarantees that the import and/or use of the purchase object shall only occur in compliance with all relevant legal regulations (especially gambling laws, licensing regulations) and regulatory requirements. The regulatory permits required for the transport and operation of the purchased items must be obtained by the customer. Likewise, the customer must immediately submit all necessary applications in connection with the export of the purchased items from the customs territory of the European Union, obtain all necessary regulatory approvals and, in particular, transmit to us unsolicited the relevant proof of export (EX1 export form, export certificate for VAT purposes). Any abusive or unlawful use of the delivered goods shall entitle us – even after full payment – to bring forth injunctions, to assert claim for damages and to immediately dissolve all other contracts concluded with the customer.
b) The customer expressly waives any claim for damages due to late delivery. In case of late submission of export declarations within 3 months from transfer of risk (see item 5), we are expressly entitled to retroactively set off the VAT and late interest charges pursuant to item 3 d. Likewise, we are entitled at the time of sale or delivery to non-EU countries, upon invoicing, to collect a deposit in advance for VAT until all required export documents have been received by us.
5. Transport – Transfer of Risk
a) Delivery is made “ex works”. The risk is transferred when the delivery item is handed over to the forwarding company for loading.
b) Forwarding and all other miscellaneous costs, such as shipping insurance, customs, import equalization taxes, shall be borne without exception by the customer, who also has the duty of obtaining necessary import licenses.
6. Warranty – Liability
a) Warranty rights and other claims of the customer are conditional upon his properly fulfilling his inspection and notification duties according to §§ 377 Austrian Commercial Code (UGB). Complaints due to defects require the written form for validity and must be proven to have reached us no later than 14 work days after taking over the purchased item – otherwise, any claims will be lost. If a complaint due to a defect is not made or not made in a timely manner, the purchased item shall be deemed accepted. The assertion of claims for warranty or damages, including consequential damages and the right to challenge errors, are excluded in these cases.
b) With respect to used purchased items, the customer waives the right to assert any claims.
We are entitled to decide whether to remedy the defect (rectification) at our plant or to make a replacement delivery. Any shipping, delivery or labor costs incurred within the scope of remedying defects or making replacement deliveries shall be borne by the customer. We shall assume the costs of spare parts and materials. Replaced parts become our property. Warranty defects shall only entitle the customer to cancel and nullify the contract if he furnishes proof that an essential defect existed upon handover, the rectification of which is objectively impossible or that we have not repaired such a defect despite the setting of a reasonable grace period in writing. Any claims are furthermore excluded if the customer uses the purchased item improperly, fails to actively cooperate or hinders our remedying the defect, for example, by denying access to the purchased item. The warranty also does not apply to the replacement of parts subject to natural wear and tear or damage due to acts of third parties, overvoltage, improper set up or overloading of parts. The warranty and any liability shall expire immediately if repairs or modifications of any kind whatsoever are conducted on the purchased item, or in case of tampering.
c) Except for personal injury, we are liable only in case intent or gross negligence has been proven. We assume no liability whatsoever for damages or consequential damages, such as those claims made by players or indirect damages and lost profits or advantages gained by individuals or on behalf of third parties with or without technical means or other manipulations of gaming operations or game results or other third party claims against the customer, also in recourse proceedings. In any case, a lawfully-asserted claim for damages is limited to the value of the purchase price of the item to which the damage can be attributed.
d) The warranty period is 6 months, calculated from the transfer of risk pursuant to item 5 a). This period shall also apply to the limitation period for asserted claims for damages.
7. Retention of title – Assignment of claims – Right of retention
a) Up until full payment of the purchase price, we reserve the right to retain title of the delivery item, including all ancillary charges and other claims towards the customer to which we are entitled. A resale of the purchased item prior to payment of all our claims is only permitted in compliance with preservation of our right to ownership.
b) If the customer resells the purchased item, he already assigns to us his claims against the purchaser from the resale.
c) In case of payment delay, we are entitled to take back the purchased item at the expense of the customer and – setting off the sale proceeds against the customer’s debts and preserving the interests of the customer – to freely exploit it, and to postpone the delivery of ordered purchased items until full payment of debts.
d) Any assignment or pledging of the customer’s claims against us is prohibited and ineffective towards us.
8. Intellectual Property Rights
a) The customer is obliged to protect our intellectual property rights or those licensed to us, in particular copyrights, trademarks, design or patent rights, and to reimburse us for any damage incurred by us due to the breach of such rights. In case of legal infringement by a third party, the customer shall immediately notify us in writing and at our request provide legal assistance in the lawsuit at his own expense.
b) The customer is prohibited to modify the source code of any software delivered with the purchased item or to make any copies without our prior express written permission or to separately exploit or reproduce programs.
9. Arbitration clause – Applicable law
a) If the customer is domiciled abroad, all disputes arising from the contractual relationship with us or in relation to the breach, termination or nullity of contracts, shall be finally arbitrated according to the Arbitration and Conciliation of the International Arbitral Centre of the Austrian Federal Economic Chamber in Vienna (Vienna Rules) by three arbitrators appointed in accordance with these rules. The language to be used in arbitration proceedings shall be German.
b) If the customer has headquarters in Austria, all disputes referred to in para. a) shall be arbitrated by the Permanent Arbitration Court of the Vienna Chamber of Commerce according its respective applicable code of arbitration.
c) Austrian law shall apply exclusively to our legal relationship with the customer. The application of the UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.
These general terms and conditions (GTC) entered into effect on August 15th 2016 and supersede any GTC in effect up to that time.