General Terms and Condition

General Terms and Conditions

1. Scope

1.1. These terms and conditions apply between us (Aeoon Technologies GmbH – "Aeoon" for short) and natural and legal persons ("Customer" for short) for the present legal transaction, as well as for all future transactions, even if no express reference is made to them in individual cases, in particular in future supplementary or follow-up orders.

1.2. The version of our GTC current at the time of conclusion of the contract applies, available on our website (www.aeoon.com).

1.3. We contract exclusively on the basis of our GTC.

1.4. The Customer's terms and conditions or amendments or supplements to our GTC require our express written consent in order to be valid.

1.5. The Customer's terms and conditions are not recognized even if we do not expressly object to them upon receipt.

2. Offer and Conclusion of Contract

2.1. Our offers are non-binding.

2.2. Promises, assurances, and guarantees on our part, or agreements deviating from these GTC in connection with the conclusion of the contract, only become binding upon our written confirmation.

2.3. Information about our products and services that is not attributable to us, contained in catalogues, price lists, brochures, advertisements at exhibition stands, circulars, advertising mailings, or other media including the internet and social media (information material), must – insofar as the Customer bases their decision to place an order on such information – be presented to us by the Customer. In such case, we may comment on its accuracy. If the Customer breaches this duty, such information shall be non-binding, unless it has been expressly declared in writing to the Customer as part of the content of the contract.

2.4. Cost estimates are prepared without warranty and free of charge.

3. Prices

3.1. Price quotations are generally not to be understood as a flat-rate price.

3.2. For services ordered by the Customer that are not covered by the original order, there is a claim for reasonable remuneration.

3.3. Price quotations are subject to the applicable statutory value-added tax and ex works Kramsach. Packaging, transport, loading, and shipping costs as well as customs and insurance costs are borne by the Customer. We are only obliged to take back packaging if expressly agreed.

3.4. The proper and environmentally sound disposal of old material must be arranged by the Customer. If we are separately commissioned to do so, this shall be remunerated by the Customer additionally to the extent agreed for this purpose, or, in the absence of a remuneration agreement, in an appropriate manner.

3.5. We are entitled, on our own initiative, and obliged at the request of the Customer, to adjust the contractually agreed remuneration if changes of at least 15% have occurred since the conclusion of the contract with regard to (a) labor costs through laws, regulations, collective agreements, works agreements, or (b) other cost factors necessary for the provision of services, such as material costs based on recommendations of the Joint Commissions, or changes in national or world market prices for raw materials, changes in relevant exchange rates, etc. The adjustment shall be made to the extent that the actual production costs at the time of conclusion of the contract change in relation to those at the time of actual performance, provided that we are not in default.

3.6. The remuneration for continuing obligations is agreed as value-secured according to the CPI 2015, resulting in an adjustment of the remuneration. The basis is the month in which the contract was concluded.

3.7. Travel costs, daily allowances, and accommodation costs are charged separately.

4. Materials Provided by the Customer

4.1. If equipment or other materials are provided by the Customer, we are entitled to charge the Customer a surcharge of 15% of the value of the equipment or material provided.

4.2. Such equipment and other materials provided by the Customer are not subject to warranty.

4.3. The quality and operational readiness of items provided by the Customer is the Customer's responsibility.

5. Payment

5.1. 50% of the remuneration is due upon conclusion of the contract, 50% upon readiness for shipment, unless another payment arrangement is agreed.

5.2. Entitlement to a cash discount requires an express written agreement with business customers.

5.3. Payment designations made by the Customer on transfer slips are not binding on us.

5.4. Statutory default interest applies to business customers. The assertion of further damages caused by default remains reserved.

5.5. If the Customer is in default of payment within the framework of the contractual relationship with other contractual relationships existing with us, we are entitled to suspend the fulfillment of our obligations from all contracts until all obligations have been fulfilled by the Customer.

5.6. We are then also entitled to declare due all claims for services already rendered from the ongoing business relationship with the Customer.

5.7. The Customer is only entitled to set off if counterclaims have been established by a court or recognized by us.

5.8. If the payment deadline is exceeded, granted remunerations (discounts, deductions, etc.) lapse and are added to the invoice.

6. Credit Check

The Customer expressly consents to their data being transmitted exclusively for the purpose of creditor protection to the state-privileged creditor protection associations Alpenländischer Kreditorenverband (AKV), Österreichischer Verband Creditreform (ÖVC), Insolvenzschutzverband für Arbeitnehmer oder Arbeitnehmerinnen (ISA), and Kreditschutzverband von 1870 (KSV).

7. Customer's Duties to Cooperate

7.1. Our duty to perform begins at the earliest as soon as (a) all technical details have been clarified (b) the Customer has created all structural, technical, and legal prerequisites for performance, which were described in the contract or in information provided to the Customer prior to the conclusion of the contract, or which the Customer must have known due to relevant expertise or experience. (c) we have received the contractually agreed payment.

7.2. If we carry out assembly and installation work, the Customer must ensure that our installation team can begin work immediately after arrival. The Customer must inform our team without being asked about all special features, such as concealed power, gas, and water lines or similar installations, escape routes, other structural obstacles, boundary lines, other possible sources of disturbance, sources of danger, and the necessary structural information. Order-related details on the necessary information can be requested from us.

7.3. The Customer is responsible at their own expense for obtaining the necessary official approvals, acceptances, and necessary consents from third parties, and must inform us before the start of installation.

7.4. The Customer must provide energy, water, and air to the necessary extent at their own expense so that the installation and test runs or the service can be carried out.

7.5. The Customer must ensure the necessary structural, technical, and legal prerequisites for the work to be produced or the object of purchase.

7.6. The Customer must provide the necessary installations such as cables, supply lines, network connections, etc. We are entitled, but not obliged, to check these installations for suitability. Responsibility lies solely with the Customer.

7.7. During the time in which we have to carry out service, maintenance, installation, assembly, or repair work, the Customer must provide us with lockable rooms inaccessible to third parties free of charge so that our personnel can stay there and we can store our tools and materials.

7.8. The Customer must ensure that service, maintenance, installation, assembly, or repair work is also possible outside normal working hours (early morning, evenings, and at night) as well as on weekends and public holidays.

7.9. If the Customer fails to fulfill this duty to cooperate, our service is not deemed defective – exclusively with regard to the performance capability that is not fully provided as a result of incorrect Customer information.

7.10. The Customer must properly install an air-conditioning and humidification system meeting the requirements before commissioning our machines, in order to ensure the necessary operating conditions.

7.11. The Customer is solely responsible for the construction and functionality of machines or parts attached by them. There is no obligation to check or take into account documents and records as well as instructions and information transmitted by the Customer in relation to the item to be delivered. Any liability on our part is excluded in this regard.

7.12. The machine transmits operating data to Aeoon Technologies, which is used exclusively for statistics and support. By commissioning the machine, the Customer expressly agrees to this. Any data relating to the designs used is not transmitted.

8. Assignment

The Customer is not entitled to assign claims and rights from the contractual relationship without our written consent.

9. Performance

9.1. Reasonable, factually justified, minor changes in our performance shall be deemed approved in advance.

9.2. If, after the order has been placed, the order is amended or supplemented for whatever reason, the delivery/performance period shall be extended by an appropriate period.

9.3. If the Customer wishes performance within a shorter period after the conclusion of the contract, this constitutes an amendment to the contract. This may necessitate overtime and/or result in additional costs due to the acceleration of material procurement, and the remuneration shall be increased appropriately in proportion to the necessary additional expenditure.

9.4. Factually justified partial deliveries and partial services are permissible and may be invoiced separately.

9.5. If delivery on demand has been agreed for the goods or service, delivery within six months of receipt of the order at the latest shall be deemed agreed.

10. Performance Periods and Deadlines

10.1. Periods and deadlines shall be postponed in cases of force majeure, strikes, unforeseeable delays of our suppliers not caused by us, or other comparable events (including import and export customs clearance) that are not within our sphere of influence, for the period during which the relevant event continues. The Customer's right to withdraw from the contract in the event of delays that make adherence to the contract unreasonable remains unaffected.

10.2. If the start of performance or performance itself is delayed or interrupted by circumstances attributable to the Customer, in particular due to a breach of the duties to cooperate under these GTC, performance periods shall be extended accordingly and agreed completion dates shall be postponed accordingly.

10.3. We are entitled to charge 3% of the invoice amount per commenced month of performance delay for the necessary storage of materials and equipment, etc., on our premises, whereby the Customer's obligation to pay and their duty of acceptance remain unaffected.

10.4. With respect to Customers, delivery and completion dates are only binding if compliance with them has been promised in writing.

10.5. If we are in default with the fulfillment of the contract, the Customer has the right to withdraw from the contract after setting an appropriate grace period. The grace period must be set in writing (by registered letter) with simultaneous threat of withdrawal.

11. Use of the Object of the Contract

11.1 The Customer is obliged to use our delivered machines and goods only after training has been carried out by our employees and only in accordance with our descriptions and operating instructions.

11.2. The Customer undertakes to use only ink certified by us. For this reason, it is necessary to use our "Aeoon Technologies ink licence code system." In the event of a breach of this obligation (e.g., the ink is not obtained directly from us), the Customer loses all warranty and damage compensation claims.

11.3. In addition, the Customer is responsible for the proper storage and, where applicable, professional disposal of all consumables and materials of use (in accordance with national legislation).

11.4. Furthermore, the Customer is obliged to carry out the prescribed daily, weekly, and especially annual maintenance. In the event of a breach of these obligations, the Customer loses all warranty and damage compensation claims.

12. Risk and Handover

12.1. The risk passes to the Customer as soon as we make the object of purchase, the material, or the work ready for collection at the factory or warehouse, or hand it over to a carrier.

12.2. The Customer shall insure themselves accordingly against this risk. We undertake, at the Customer's request and at their expense, to take out transport insurance. The Customer approves any customary mode of dispatch.

12.3. If the Customer uses the machine in their regular production, this shall in any case be deemed a handover.

12.4. The Customer is responsible for the security of materials and equipment delivered by us and stored or assembled on site. Loss and damage shall be borne by the Customer.

13. Default of Acceptance

13.1. If the Customer is in default of acceptance for more than 4 weeks (refusal of acceptance, default with advance services, or otherwise), and if the Customer has not, despite a reasonable grace period, remedied the circumstances attributable to them which delay or prevent performance, we may, with the contract still in force, otherwise dispose of the equipment and materials specified for performance, provided that we re-procure them within a reasonable period appropriate to the circumstances in the event of continuation of performance.

13.2. In the event of the Customer's default of acceptance, we are also entitled, while insisting on performance of the contract, to store the goods on our premises, for which we are entitled to a storage fee of €9.80 per Euro pallet per day.

13.3. This does not affect our right to declare the remuneration for services rendered as due and to withdraw from the contract after a reasonable grace period.

13.4. In the event of justified withdrawal from the contract, we may demand a lump-sum compensation amounting to 50% of the order value plus VAT from the business customer, without proof of actual damage.

13.5. The assertion of higher damages is permissible.

14. Retention of Title

14.1. The goods delivered, assembled, or otherwise handed over by us remain our property until full payment.

14.2. Resale is only permitted if we have been notified in good time, with the name and address of the buyer, and we agree to the sale. In the event of our consent, the purchase price claim of the business customer shall be deemed assigned to us as of now.

14.3. The Customer must, until full payment of the remuneration or purchase price, note this assignment in their books and on their invoices, and inform their debtors of it. Upon request, they must provide the contractor with all documents and information necessary for asserting the assigned claims and entitlements.

14.4. If the Customer is in default of payment, we are entitled, with reasonable grace period setting, to demand the return of the goods subject to retention of title.

14.5. The Customer must inform us immediately before the opening of bankruptcy proceedings on their assets or before the seizure of our retained goods.

14.6. The Customer expressly consents to us being permitted to enter the location of the retained goods to enforce our retention of title.

14.7. Necessary and appropriate costs for purposeful legal proceedings shall be borne by the Customer.

14.8. Asserting the retention of title only constitutes withdrawal from the contract if this is expressly declared.

14.9. We may sell the retained goods that have been taken back freely and to the best advantage.

14.10. Until the time of full payment for the goods or service, the goods or service may not be pledged, assigned, used as security, or encumbered with rights of third parties.

15. Our Intellectual Property

15.1. Plans, sketches, construction plans, cost estimates, test images present on the machine, operating instructions, support, materials and instructions, videos, images, and other documents as well as software provided by us or created through our contribution remain our intellectual property.

15.2. The use of such documents outside the intended use, in particular the transfer, reproduction, publication, and making available, including even partial copying, requires our express consent.

15.3. The Customer further undertakes to maintain confidentiality vis-à-vis third parties of the knowledge gained from the business relationship.

16. Warranty

16.1. The warranty period for our services is one year from handover according to point 11 or the time at which acceptance was refused without giving reasons.

16.2. If a joint handover is planned and the Customer fails to attend the handover date communicated to them, acceptance shall be deemed to have taken place on that day.

16.3. The remedy of a defect alleged by the Customer does not constitute an acknowledgment of the defect alleged by the Customer.

16.4. The Customer must allow us at least three attempts to remedy defects.

16.5. If the Customer's allegations of defects are unjustified, the Customer is obliged to reimburse us for the expenses incurred in establishing freedom from defects or in remedying defects.

16.6. The Customer must always prove that the defect was already present at the time of handover.

16.7. To remedy defects, the Customer must make the system or equipment accessible to us without culpable delay and give us the opportunity to inspect it ourselves or through experts appointed by us.

16.8. Defects in the delivered item that the business customer has identified or should have identified through inspection in the ordinary course of business after delivery must be reported to us in writing without delay, at the latest 14 days after handover; otherwise, the goods are deemed approved. Hidden defects must also be reported within this reasonable period from the time of discovery.

16.9. Any use or processing of the defective object of performance through which further damage threatens or the determination of the cause is impeded or prevented must be discontinued by the Customer without delay, insofar as this is not unreasonable.

16.10. We may avert a request for rescission by improvement or reasonable price reduction, provided that it is not a substantial and irremediable defect.

16.11. If the objects of performance are produced on the basis of information, drawings, plans, models, or other specifications of the Customer, we only warrant performance in accordance with the conditions.

16.12. The fact that the work is not fully suitable for the agreed use does not constitute a defect if this is solely due to actual circumstances differing from the information available to us at the time of performance, because the Customer fails to fulfill their duties to cooperate.

16.13. The defective delivery or samples thereof must – insofar as economically reasonable – be returned to us by the business customer.

16.14. The costs for the return transport of the defective item to us shall be borne in full by the business customer.

16.15. The Customer is obliged to enable an immediate determination of defects by us.

16.16. The warranty is excluded if the Customer's technical systems, such as supply lines, cabling, and the like, are not in technically perfect and operational condition or are not compatible with the delivered items, insofar as this circumstance is causal for the defect.

16.17. We are entitled to carry out investigations or to have them carried out, even if these lead to the destruction of the object or workpiece. If the investigation results in the conclusion that the defect is not our fault, the Customer is liable for the damage and the costs of the investigation.

16.18. Transport costs and travel costs related to the rectification of defects must be borne by the Customer. Upon request, the Customer must provide personnel, energy, air supply, and adequate space free of charge and cooperate as agreed under point 7.

16.19. Wear parts are excluded from any warranty.

16.20. For print heads, there is a manufacturer's warranty of one year or 2,000 hours of use; whichever condition occurs first is decisive. In the event of a failure of the print heads within this period, the manufacturer of the print heads will check whether a warranty case exists. This decision and inspection is beyond our influence and is binding.

17. Damages and Liability

17.1. For breach of contractual or pre-contractual duties, in particular for impossibility, delay, etc., we are liable for financial damages only in cases of intent or gross negligence.

17.2. Our liability is – except in the case of intent – limited to the net invoice value of the delivery or service rendered by us. Should there be coverage by our liability insurance for damages exceeding this amount, and should the insurance pay within the framework of the statutory liability provisions, the limitation of liability up to the amount of the insurance payment shall be invalid.

17.3. This limitation also applies to damage to an item that we have taken over for processing.

17.4. Damage compensation claims must be asserted in court within two years, otherwise they shall lapse.

17.5. The exclusion of liability also includes claims against our employees, representatives, and vicarious agents based on damage they cause to the Customer without reference to a contract on their part with the Customer.

17.6. Our liability is excluded for damages caused by improper handling or storage, overuse, non-observance of operating and installation instructions, faulty assembly, commissioning, maintenance, servicing by the Customer or third parties not authorized by us, or natural wear and tear, insofar as this event was causal for the damage. The exclusion of liability also applies to the omission of necessary maintenance, unless we have contractually assumed the duty of maintenance.

17.7. If and insofar as the Customer can claim insurance benefits for damages for which we are liable, through their own damage insurance or one taken out for their benefit (e.g., liability insurance, comprehensive, transport, fire, business interruption, and others), the Customer undertakes to claim the insurance benefit, and our liability is limited to the disadvantages incurred by the Customer through the use of this insurance (e.g., higher insurance premium).

17.8. Those product properties are owed which can be expected by the Customer with regard to the approval regulations, operating instructions, and other product-related instructions and notes (especially also inspection and maintenance) from us, third-party manufacturers, or importers, taking into account their knowledge and experience. The Customer as reseller must take out adequate insurance for product liability claims and indemnify us against recourse claims.

17.9. The correct implementation of the printing process (e.g., drying), the quality of the print design, the settings of the machines (e.g., dryer temperature) are solely the responsibility of the Customer. These settings can have an effect on washfastness and the quality of the end product and are not subject to our influence.

18. Severability Clause

18.1. Should individual parts of these GTC be invalid, this shall not affect the validity of the remaining parts.

18.2. We, as well as the business customer, undertake jointly already now – proceeding from the perspective of honest contracting parties – to make a substitute provision that comes closest to the economic result of the invalid provision.

19. General Provisions

19.1. Austrian law applies, excluding conflict-of-law rules.

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

19.3. The place of performance is the seat of the company in Kramsach.

19.4. The place of jurisdiction is Innsbruck.

19.5. Changes to their name, company, address, legal form, or other relevant information must be notified to us by the Customer in writing without delay.

As of 06/2018

Aeoon Technologies Amerling 133 6233 Kramsach AUSTRIA office@aeoon.com +43 5337 63207