GTC
General Terms and Conditions of Delivery and Business
Preliminary Note
We, Adisto Electronics GmbH, are a limited liability company registered in Austria (hereinafter referred to as "we").
All legal transactions with us are governed exclusively by our General Terms and Conditions of Delivery and Business ("GTC"), which form part of the contract and are binding for our contracting parties. Any references by our contracting partner to differing terms in orders or pre-contractual documents shall be deemed invalid.
We reserve the right to amend these GTC at our discretion. The amended GTC shall apply to all contracts concluded after their publication on our website.
1. Conclusion of Contract
1.1. All our offers are non-binding and subject to change.
1.2. Offers from contracting partners are only deemed accepted when confirmed by us in writing, via fax, or email, or if we have commenced performance or dispatched the goods. Our acceptance is subject to our ability to procure correct, timely, and/or proper delivery. In the event of unavailability or partial availability of goods, the contracting partner will be promptly informed.
1.3. If goods are delivered based on the contracting partner’s specifications, drawings, or other inputs, we are not obligated to review these inputs or warn the partner of their inadequacy. We are not liable for defects resulting from such specifications.
2. Prices
2.1. Prices are ex warehouse A-2345 Brunn am Gebirge, including packaging, in EUR, exclusive of VAT unless otherwise agreed.
2.2. Delivery costs, if applicable, are listed in the order confirmation or invoice and borne by the contracting partner.
2.3. For contracts concluded in foreign currency, conversion is at our discretion based on the exchange rate published by the Austrian National Bank on the date of confirmation, performance, or dispatch. The contracting partner bears the exchange rate risk.
2.4. Prices are based on the exchange rate at the time of our confirmation. If the exchange rate fluctuates by more than 3% before payment, we may charge the difference.
3. Payment and Default
3.1. We may send invoices electronically.
3.2. Agreed payment methods apply. Checks and bills of exchange are not accepted.
3.3. Unless agreed otherwise, payment is due within 14 days of the invoice date, without deduction, to the account specified on the invoice.
3.4. In case of delay, we may charge interest at 12% above the base rate p.a.
3.5. If the contracting partner's financial position deteriorates after contract conclusion, we may withhold services until counter-performance or security is provided.
4. Delivery, Delivery Times, and Rights of Withdrawal
4.1. Risk transfers to the contracting partner upon delivery to them or to a carrier.
4.2. Insurance is only provided upon request and at the partner’s expense.
4.3. Delivery costs are based on weight at the point of departure.
4.4. We may make partial deliveries and invoice them separately.
4.5. Unless agreed otherwise, delivery times are non-binding.
4.6. Binding delivery times must be confirmed in writing as "fixed". All delivery dates depend on correct and timely supply by our suppliers. We are not liable for delays due to supplier issues.
4.7. Unforeseeable or force majeure events (e.g., war, strikes, transport delays) release us from delivery obligations or allow us to postpone delivery.
4.8. If a delay caused solely by us exceeds 8 weeks, the partner may withdraw after setting a 14-day grace period via registered letter.
4.9. The partner must accept delivery on the agreed date. Unjustified returns incur costs. Returns do not cancel payment obligations.
4.10. Call-off or framework orders must be fulfilled within one year unless agreed otherwise. Non-retrieved goods may be stored at the partner’s risk and cost. After three months, we may resell the goods and charge losses, interest, and costs.
5. Warranty
5.1. Catalogs, brochures, or third-party statements not part of the contract do not justify warranty claims. Date codes on products are not binding characteristics.
5.2. Goods must be inspected immediately upon receipt. Defects must be reported without delay. Otherwise, all warranty and damage claims lapse.
5.3. Warranty period is six months from delivery. This applies to assured characteristics and regardless of use with immovable property.
5.4. The presumption of defectiveness under § 924 ABGB is excluded.
5.5. We may assign defect resolution to a qualified third party with full discharge of obligations.
5.6. Payments may not be withheld due to asserted warranty claims.
6. Liability Disclaimer
6.1. We are liable only for gross negligence and limited to the net price of the item. Consequential damages and lost profits are excluded.
6.2. Damage claims expire one year after knowledge of damage and damaging party.
6.3. We are not liable for goods not approved for use in Austria or the destination country. The partner confirms they have obtained required permits.
6.4. The partner must pass these liability limitations to their customers and indemnify us.
7. Retention of Title and Processing
7.1. Goods remain our property until full payment.
7.2. The partner must notify us of any third-party interference.
7.3. Resale is permitted only within proper business and revocable. Claims from resale are assigned to us as security.
7.4. If goods are mixed or processed, we acquire co-ownership based on value.
8. Set-off Prohibition
8.1. Offsetting claims is only allowed if acknowledged or legally established.
9. Intellectual Property
9.1. We may use the partner’s intellectual property as required to perform services.
9.2. The partner shall indemnify us for any IP infringement arising from their specifications.
10. Place of Performance, Jurisdiction, and Applicable Law
10.1. Place of performance is Vienna. Exclusive jurisdiction is the competent court in 1010 Vienna.
10.2. Austrian law applies exclusively, excluding conflict of laws and CISG.
11. Severability Clause
11.1. If any provision is or becomes invalid, the remaining provisions remain unaffected. An effective provision closest in intent shall replace the invalid one.
12. Side Agreements and Written Form Requirement
12.1. Side agreements must be in writing. This also applies to deviations from the written form requirement.
12.2. Oral side agreements are invalid upon contract conclusion.
Edition 01, Vienna, July 2025
Adisto Electronics GmbH
FN 656713f
Leopold-Ungar-Platz 2
Stairway 2, 1st Floor
1190 Vienna, Austria
Phone: +43 (0) 1 266 0000
E-Mail: office@adisto.at