GTC Dorner Electronic GmbH

General business, delivery and licence terms and conditions (below "GTC")

Dorner Electronic GmbH (below „Dorner“)
Kohlgrub 914, 6863 Egg, Austria | Effective: 05.07.2023

1. Scope and conclusion of contract:
   
   1.1. The conditions in the following relate to all orders accepted and fulfilled by us and are considered as recognised and legally binding on the award of an order by our customer, including in cases where conflicting conditions are not expressly rejected by us. Conflicting conditions from the customer do not form part of the contract.
   
   1.2. In principle, our staff are not allowed to make pledges that deviate from our conditions due to lack of appropriate authority. In such a case we expressly reserve the right to withdraw from the contract.
   
   1.3. Quotations are in principle made in writing. They are not binding. The order accepted by us is based solely on the scope and content of the purchase order, including the specification provided.
   
   1.4. If our customer is a prime contractor and passes on this product to the end customer on the completion of the order, the prime contractor already has the obligation to inform the end customer in a demonstrable manner about these GTCs and the Dorner licence conditions, and to transfer these provisions to the end customer in a legally binding manner. On this aspect the customer will indemnify us in full for any damages and claims
    
    
2. Service provision:
   
   2.1. Our customer expressly confirms to have checked, prior to conclusion of the contract, the scope of the services as per the agreed specification for the required programs and program modules.
   
   2.2. The customer is informed that with the current technology it is not possible to fully exclude bugs in software. As a rule, the software is patched by means of updates with which bugs identified by the customer and by the software manufacturer can be rectified. Reasonable realisation times in relation to a bug are to be accepted for the preparation of the updates. Dorner must ensure compliance with the functional and performance features that are stated in the valid product description on the conclusion of the contract or that have been specifically agreed. Technical data or quality descriptions published by Dorner do not represent any guarantee unless they are expressly confirmed as such by Dorner.
    
    
3. Delivery times and deadlines (installation):
   
   3.1. Our customer is furthermore responsible for ensuring our engineers can correctly install the product ordered on site. Agreed delivery dates will be postponed if our customer should fail to meet his obligations – including those from other business transactions with us – or until all technical and contractual details have been fully clarified in advance and the statutory prerequisites for implementation have been established. We are allowed to make partial deliveries. Each partial delivery is in principle an independent business transaction.
   
   3.2. If our customer does not accept the goods provided in accordance with the contract in the agreed place and/or at the agreed point in time and the delay is not caused by us, we can either demand immediate fulfilment or, on setting a grace period for acceptance, withdraw from the contract.
   
   3.3. If we do not fulfil on schedule, our customer must also grant us a reasonable grace period of at least 3 weeks.
    
    
4. Handover and acceptance:
   4.1. In principle utilisation and risk pass to our customer with the despatch of the delivery "ex-works". Use and risk are always transferred to our customer on the delivery being shipped "ex works". This statement also applies if the delivery is made in the context of an installation or if the transport is undertaken, organised and/or managed by our customer. If requested by the customer, we shall – on the customer's behalf and at his expense – organise the shipment of the goods from the factory to the destination address defined by the customer.
   
   4.2. Our customer must ensure that all immission measures and safety devices necessary on site are available.
   
   4.2.1. For example, our customer must ensure that voltage fluctuations in the power supply are within a tolerance of +/- 5 %.
   
   4.2.2. Our customer is solely and exclusively responsible for the disposal of waste at the place of installation.
   
    
5. Place of fulfilment, acceptance and price index:
   
   5.1. Egg applies as the place of fulfilment for all services. Point 4.1 applies for transfer of risk.
   
   5.2. Changes to the order awarded and/or additional orders awarded to our staff at the place of fulfilment are considered supplementary orders and will be charged separately to the customer. The prices are subject to the consumer price index 2015 (VIP 2015, published at statistik.at) where the initial figure is agreed as the figure for the month the contract is signed. For the related index increase to be applied annually, the index figure in November of the previous year applies such that the fee for the current year is calculated using the index from November of the previous year. The full annual fee (annual charge) is due for payment in advance on submission of the invoice in January of the current year.
   
   5.3. Acceptance by our customer must take place without delay on notification of completion, but at the latest within 3 days, otherwise acceptance is considered as granted on completion of implementation. An acceptance report is to be prepared after an acceptance check. Unless otherwise agreed, our customer bears the costs for the acceptance check to be undertaken, e.g., travel costs, expenses and allowances, as well as accommodation.
    
    
6. Retention of title:
   
   6.1. Until the full purchase price has been paid, we retain the title to the items supplied (simple retention of title). For deliveries to states in which extended retention of title can be agreed in a legally effective form, the following extended retention of title applies in addition: we retain the title to all goods supplied or otherwise provided until claims are discharged, including those that arise in the future; in particular, this includes balance claims from an open account that are due to us from the customer for whatever legal reason. This statement also applies if payments are made against specifically designated claims.
   
   6.2. In case of delayed payment, we are entitled to make use of the agreed retention of title and to collect the goods without this action representing withdrawal from the contract.
   
   6.3. Our customer has the obligation to make book entries indicating the retention of title and to inform us without delay of any claims made by third parties (in particular seizures or similar) to retained goods or assigned claims. The assignment of the customer's claim to us is also to be documented in suitable form (by means of a book entry where appropriate) and is to be made known to the contractual partner's customer, at the latest on billing the customer. In such cases the customer must inform third parties of our rights and reimburse us for all costs related to safeguarding our rights including legal fees.
    
    
7. Warranty:
   
   7.1. The warranty period starts at the time of the transfer of risk (point 4); in the case of services, it starts on the date of acceptance (point 5). Dorner grants the customer a warranty period of 36 months on standard Dorner software and 12 months on customer-specific modifications.
   
   7.2. As a reseller of commodities (such as printers, graphic cards and PCs) we only provide a warranty and accept liability in accordance with the scope of the liability of the manufacturer, supplier works and/or producer.
   
   7.3. Further guarantees or warranties beyond that stated in point 7.1 and 7.2 and/or payments are not made by us unless expressly otherwise agreed.
   
   7.4. Warranty is provided for expressly stipulated characteristics of our products and/or for those characteristics that form normal prerequisites, but not for the suitability for specific processes or purposes of the customer.
   
   7.5. Warranty claims are immediately rendered void in all cases if the customer makes any repairs; in particular if the customer interferes with the system or even installs other software.
   
   7.6. It is expressly agreed that the travel costs between us and the customer are also to be met in full by the customer in the case of fulfilment of warranty claims.
    
    
8. Data processing:
   
   8.1. To fulfil our support duties and improve our products and services, we rely on continual data analysis and algorithms for learning systems. In this process, we use anonymised customer data (operational and test data). This data is used exclusively within the Dorner group (Dorner Electronic GmbH and Dorner ASP AG).
    

9. Rectification of defects:
   
   9.1. The products delivered by us are to be checked by the customer without delay after delivery (handover) and a detailed report on any defects is to be sent to us without delay (the forms for this include e-mail with signature or PDF file). The report must be made in writing at the latest within 3 working days of delivery (handover, acceptance, point 5). Hidden defects are to be reported without delay after detection.
   
   9.2. In the case of defects that can be rectified we are entitled to offer, at our discretion, improvement, additional supply of missing items, replacement of the goods (products) that are the subject of the complaint or a price reduction. Any further claims against us, especially the right to conversion, claims for damages and/or substitute performance, are excluded. Specific reference is made to point 2.2.
   
   9.3. In the case of defects that cannot be rectified, we are entitled to offer, at our discretion, replacement of the products that are the subject of the complaint or a price reduction. Any further claims against us, especially the right to conversion, claims for damages and/or substitute performance, are excluded.

   9.4. Notifications of defects are not recognised if the products are not in the contractually agreed location or in the same state as they were on delivery. Products that are the subject of complaints may only be returned with our express written approval.
    

10. Liability:
    
    10.1. Liability on the part of Dorner for damages or economic losses due to ordinary negligence is excluded. Liability for claims for consequential damages as well as unrealised savings is excluded. Claims for loss of interest and/or damages from claims made by third parties against our customers are excluded. Liability is limited to the value of the related contact (invoice amount).
    
     
11. Governing law and court of jurisdiction:
    
    11.1. For disputes arising from contracts with our contractual partners, the related court (Bezau/Feldkirch) responsible for Egg is exclusively responsible. Egg applies as the place of fulfilment for delivery and payment for all contracts concluded.
    
    11.2. The Austrian law shall apply to the contract as well as to these general business, delivery and licence terms and conditions, to the exclusion of the UN Convention on Contracts for the International Sale of Goods and referral standards.
    
     
12. Miscellaneous:
    12.1. Should individual provisions of the contract or these general terms and conditions be completely or partially ineffective, the rest of the provisions remain effective. In the case of partial ineffectiveness, the contractual parties undertake to replace the ineffective provisions with provisions that correspond as closely as possible to the purpose of the ineffective provision.
    
    12.2. In accordance with the current WEEE ordinance, the customer hereby declares that, if the electrical and electronic equipment procured from us ceases to form part of the customer's assets, adequate measures will be taken to ensure the equipment is handed over on our behalf and in our name to an authorised collection service or dealer in such waste and the customer will also meet the related costs.
    
    12.3. If contracts or the general business, delivery and licence terms and conditions are prepared by us in German and in another language, the provisions in the German version have priority. In the case of contracts in English, our general business and delivery terms and conditions in English apply.
     

Licence Agreement

In the following it is defined what you, hereinafter "LH" (“licence holder”), are allowed to do with our software. The general business, delivery and licence terms and conditions form an integral part of this agreement.
 

1. Licence Agreement:
   
   1.1. These software licence conditions (hereinafter "licence") define the rights and limitations on the utilisation of the software including the related documentation.

   1.2. Dorner Electronic GmbH, hereinafter "Dorner", supplies to you, as the "LH", the Dorner Electronic GmbH software package.

   1.3. By installing software supplied by "Dorner" you accept the licence terms and conditions in their entirety.

   1.4. This licence agreement forms an integral part of the contract of sale.

   1.5. The material law of Austria in the version applicable at the time of contract conclusion applies to this licence agreement. Exclusive court of jurisdiction is at "Dorner's" headquarters.
    

2. Licence:
   
   2.1. "Dorner" herewith grants the licence holder a simple (not exclusive), non-transferable, limited licence for the software. This statement also applies to copies of the software and to documentation.

   2.2. The "LH" has the limited right to change the products only in the context of the options provided to him by "Dorner".
    

3. Copyright:
   
   3.1. "Dorner's" trademarks and company names are not allowed to be deleted in or on the material for the scripts or other data carriers.

   3.2. The software is protected in the context of the UrhG (Austrian copyright law) as well as in accordance with the law against unfair competition (UWG in the applicable version) in Austria, and in the countries of the EU as well as in other countries, in favour of "Dorner".

   3.3. It is specifically stated that "Dorner" as copyright holder reserves the right to take any legal action in case of infringement of this licence agreement.
    

4. Rights of the licence holder:
   
   4.1. The "LH" receives a licence as per point 1.2. of this agreement and is entitled to install and use this product on the agreed number of computers that, however, are all located exclusively in his organisation. Usage outside the organisation is excluded.

   4.2. The "LH" is allowed to transfer the program to another person, however only if all rights and licence agreements are legally transferred. The "LH" then has the obligation to cease all usage of the program and to destroy all copies. The other person must state acceptance of this licence agreement.

   4.3. The "LH" is allowed to make a maximum of three (3) copies of the product for archiving or backup purposes.
    

5. Obligations of the "LH":
   
   5.1.    The "LH" is only allowed to use the product as per this licence agreement.

   5.2.    If the licence that forms the object of the contract is granted to a prime contractor in the context of an order awarded to Dorner, the prime contractor has the obligation to pass on this licence to the end customer without reservation and to inform Dorner of this provision. On the provision of the licence to the end customer the prime contractor is no longer the licence holder.

   5.3.    Copyright notices and all other product notations from "Dorner" must be reproduced on every script and on all copies made by the "LH".

   5.4.    The "LH" has the obligation to establish all the technical prerequisites so that "Dorner" can install the software package.

   5.5.    The "LH" is solely responsible for the results and performance of the program supplied by "Dorner". The "LH" must constantly maintain the data, take the necessary care on the entry of data in the computer, and continuously check the results from his products.

   5.6.    The licence holder has the obligation to install on his computers state-of-the-art anti-virus programs, firewalls and other protective features to provide protection against unauthorised access.

   5.7.    In the case of products that have been delivered by "Dorner" with anti-virus programs or firewalls, the "LH" is responsible for updating this protective software.
    

6. Duration:
   
   6.1.    The licence applies for the entire duration of the usage of the product at the "LH".

   6.2.    The licence ceases to be valid as soon as the "LH" infringes any of these agreements or conditions. In this case the "LH" agrees to permanently destroy all copies of the product without delay. The warranty and liability limitations stated below continue to remain in force independent of this situation.
    

7. Liability limitations:
   
   7.1.    The licensed product is provided to the "LH" on the basis of the performance at the current time.

   7.2.    All the risk in relation to the results and the performance of the program lie ultimately with the "LH".

   7.3.    The liability limitations in the general business, delivery and licence terms and conditions apply. In this context specific reference is made to the obligations of the "LH" as per point 5.

   7.4.    In relation to the "LH", "Dorner" does not accept any liability for direct or indirect damages due to the incorrect utilisation or malfunctions of the licensed product. "Dorner" is also not liable for consequential damages that may arise due to an infringement of the contract or ordinary negligence on the part of "Dorner" or its staff, suppliers or other persons.