GENERAL TERMS AND CONDITIONS
of TROTEC Laser GmbH 1
1.
General1.1
These general terms and conditions (“GTC”) apply to every contract (“Contract”) that isconcluded between TROTEC Laser GmbH (“TROTEC”) and the contractual partner (“Customer”),
excluding any business conditions of Customer, unless the contractual parties have expressly agreed
otherwise in writing. Hereinafter, the customer and TROTEC are jointly referred to as “Parties”.
1.2
These GTC apply exclusively and only to transactions with business enterprises; transactions
that cannot be assigned to a professional or commercial activity (“consumer transactions”) are expressly
excluded from the scope of these GTC. The Customer expressly declares to be an entrepreneur andthat business deals are made exclusively in connection with their enterprise. If the Customer is not anentrepreneur, this results in an error in their person.
1.3
Contracts can only be concluded under these GTC. Deviating, conflicting, restrictive or
supplementary terms and conditions and regulations of the Customer must be expressly approved by
TROTEC in writing in order that they become part of the Contract in individual cases. In particular, actsof contract fulfilment by TROTEC do not constitute consent to any conditions that deviate from these
GTC.

2.
2.1

Conclusion of Contract
The Contract is concluded when the Customer places an order and TROTEC accepts the order.

2.2
The order is accepted when TROTEC confirms it in writing (possibly by e-mail) or sends thecorresponding delivery to the Customer. If provided for certain products, TROTEC can send an
automated, electronic order confirmation. Acceptance does not require a signature in any case.
2.3
In the event that TROTEC submits an offer, it is always non-binding, subject to change andrevocable.
2.4
The information contained in catalogues, brochures and the like, as well as other written or oral
statements, is only relevant if it is expressly referred to in the order and in the order confirmation;otherwise, such information is deemed to be an invitation to submit an offer. TROTEC is entitled toreject such orders without further justification.
2.5
With the exception of the TROTEC web shop, the Customer can submit an order in writing, byphone or – if provided for certain products – electronically.
2.6
Based on European measures in the fight against money laundering and the financing ofterrorism, TROTEC reserves the right to initiate a know-your-customer process.

3.
Prices and Terms of Payment, Offsetting and Assignment
3.1
The prices are from the place of fulfilment, excluding packaging, loading and VAT. If fees, taxes
or other charges are levied in relation to the delivery, they shall be borne by the Customer. If delivery
to the final destination is agreed, this and any transport insurance requested by the Customer will becharged separately. The packaging will only be taken back by express agreement.
3.2
Unless expressly agreed otherwise in writing, payment must be made within 7 (seven) days of
the invoice date, exempt from charges and without deduction. TROTEC is also entitled to make the1

For online transactions, separate terms and conditions apply, which can be found on the Trotec homepage.
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acceptance of an order dependent on the provision of a security deposit or advance payment (e.g.
deposit, down payment, bank guarantee, etc.), in particular, but not exclusively, if TROTEC becomesaware of circumstances relating to the Customer’s economic situation, through which TROTEC is notor no longer appears to be sufficiently secured for the fulfilment of its claims, or if the Customer is indefault of payment.
3.3
In order to settle the invoice, payments must be made by bank transfer to the specified TROTEC
bank account or – if provided for certain products – by credit card.
3.4
If payment in instalments is agreed, the entire outstanding amount will be due if even one
instalment is not paid.
3.5
Cheques and bills of exchange are only accepted by special agreement and only on accountof payment, not in lieu of payment. Cheques and bills of exchange are only valid as payment once they
have been finally and irrevocably cashed, namely on the value date on which they are credited to
TROTEC by the bank. TROTEC can refuse offered payments by cheque or bill of exchange without
giving reasons.
3.6
If a payment term is exceeded, the Customer is in default without the need for a special
notification from TROTEC. Unless expressly agreed otherwise in writing, the Customer must pay defaultinterest of 8% above the base rate in the event of default in payment of amounts due. EUR 40.00 will
be charged for the first reminder. The extrajudicial dunning and collection charges including the
involvement of a legal advisor or a debt collection agency must be borne by the Customer.
3.7
In the event that the Customer is in default of payment, TROTEC is entitled, even after
accepting the order and without setting a grace period, to refuse the agreed (partial) service or the(partial) delivery until full payment has been made.
3.8
The enforcement of counterclaims by offsetting or by exercising rights of retention by the
Customer is excluded, unless the counterclaim has been legally established or is expressly recognisedby TROTEC.
3.9
Under no circumstances is the Customer authorised to assign a claim to which the Customer
is entitled against TROTEC to a third party.
3.10
Any cost estimates or price estimates are created to the best of TROTEC’s knowledge, but theircorrectness cannot be guaranteed. If there is an increase in costs after the order has been placed,
TROTEC shall immediately notify the Customer of this. If the costs are exceeded by up to 15%, thesecosts can be invoiced without further ado. If the costs are exceeded by more than 15%, the Parties shallenter into renewed price negotiations with the aim of agreeing an amicable price adjustment.

4.
Transfer of Risk and Place of Fulfilment
4.1
Shipping is always at the expense and risk of the Customer (FCA Freilinger Straße 99, A-4614
Marchtrenk, Incoterms 2020).
4.2
Use and risk are transferred to the Customer when the delivery is dispatched from the place offulfilment. This also applies if it is a partial delivery, if the delivery takes place as part of an assembly orif the transport is carried out or organised and managed by TROTEC.
4.3
The place of fulfilment for delivery and payment is TROTEC’s place of business, even if thehandover takes place at a different location as agreed.

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5.
Delivery, Delay in Acceptance and Delivery
5.1
As a special customer service, TROTEC offers to organise the transport on behalf of the
Customer, at the Customer’s expense and risk. Unless otherwise agreed in detail, the delivery andmode of delivery take place exclusively at the discretion of TROTEC.
5.2
TROTEC shall only bear the costs of transport packaging. Additional costs, such as insurance
costs, special packaging, additional costs for individual shipments, freight, etc., are exclusively borneby the Customer.
5.3
The agreed delivery period begins on the date of the written or electronic order confirmation by
TROTEC. However, it is suspended while and until all details of the execution are clarified (e.g. allcommercial and technical questions, provision of the necessary official certificates or approvals by the
Customer, payment of an agreed deposit or advance payment) or, in the case of finishing measures tobe carried out by TROTEC, until the fault-free primary material arrives.
5.4
The delivery deadline is deemed to have been met with the timely notification of readiness forshipment. Goods ready for delivery must be picked up immediately. Delivery periods and dates arealways subject to change due to possible bottlenecks in production capacities or – carefully selected –upstream suppliers.
5.5
If unforeseeable circumstances or circumstances independent of the intention of a Party occur,
such as all cases of force majeure, which hinder compliance with the agreed delivery period, this shallin any case be extended by the duration of these circumstances; this includes natural disasters, armed
conflicts, official interventions and bans, delayed transport and customs clearance, transport damage,
shortage of energy and raw materials, labour disputes (in particular strikes and industrial disputes),
epidemics, pandemics and the failure of a major supplier that is difficult to replace. The aforementioned
circumstances also entitle the delivery period to be extended if they occur with suppliers.
5.6

TROTEC is entitled to make partial and advance deliveries.

5.7
The amount of compensation for any damage to the Customer caused by a delay for which
TROTEC is responsible and which has to be specifically proven is limited to 0.5% for each completed
week of delay, but not more than 3% of the value of that part of the overall delivery that cannot be usedon time or in accordance with the Contract as a result of the delay.
5.8
If, in the event of a partial delay, a loss of interest does not exist with regard to the entire
Contract, but only with regard to the remaining part, the Customer cannot withdraw from the entire
Contract, but rather reduce their counter-performance in the ratio of the outstanding partial performanceto the overall performance.
5.9

Further claims relating to delay are excluded.

5.10
If the shipment is delayed at the Customer’s request or due to circumstances for which
TROTEC is not responsible, the Customer shall be charged for the costs incurred through storage,
beginning one month after notification of readiness for shipment, but at least 1.5% of the invoice amountfor storage on the TROTEC premises for each month or part thereof.
5.11
If the Customer is in default of acceptance or if the Customer violates its duty to cooperate andthe Customer is therefore responsible for the circumstances of the delay in delivery, TROTEC is entitledto demand compensation for the damage incurred, including any additional expenses. In this case, therisk of price and performance as well as the risk of accidental loss or accidental deterioration of theobject of purchase are already transferred to the Customer when the notification of readiness forshipment is sent by TROTEC.

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6.
Delivery to Third Parties
6.1
If, within the scope of an order the Customer has placed, the Customer wishes for the delivery
in question or parts thereof to be delivered and invoiced to third parties (e.g. Customer subsidiary, sales
partner, etc.), the Customer is still jointly and severally liable as a contractual partner in addition to thethird party. TROTEC is also entitled to separately invoice any additional costs for packaging andtransport.
6.2

The Customer must disclose his economic connection to the third party.

6.3
In the event that the goods delivered by TROTEC are transferred or sold to third parties, theCustomer cannot transfer rights such as installation, maintenance, etc. without the prior consent of
TROTEC.

7.
Call Orders
7.1
In the case of call orders, TROTEC is entitled to procure the material for the entire order and to
produce the entire order quantity immediately. Therefore, any change requests by the Customer cannot
be taken into account once the order has been placed. In addition, TROTEC has the right to makeorders that have not been called up on time due immediately, subject to a grace period of 14 days. Callorders are considered called at the latest one year after the date of the order confirmation.

8.
Warranty, Notification of Defects
8.1
TROTEC warrants that the goods are free from material defects, manufacturing or assembly
defects at the time of delivery.
8.2
The warranty period is generally 12 months and begins with the transfer of risk. Individual
products may be subject to a shorter warranty period.
8.3
No warranty is provided for insignificant defects, regardless of whether they can be remediedor repaired.
8.4
Obvious and hidden defects must be reported as soon as they are detected, but no later than
14 days. Notifications of defects must always be made in writing and must be specified. If the Customer
fails to notify us in time, the goods are considered approved.
8.5
The rejected goods must be properly stored and kept available until the matter has beenclarified. Alternatively, the rejected goods can be returned at the expense and risk of the Customer after
consultation with TROTEC. If the complaint is justified, these costs will be reimbursed by TROTEC.
Warranty claims expire six months after written rejection by TROTEC.
8.6
The Customer can only invoke the warranty if they immediately notify TROTEC in writing andprovide proof of the defects that have occurred, including a detailed description of the same. The
Customer must always prove that the defect existed at the time of delivery. If there is a defect that is
subject to warranty, TROTEC can choose between:a)repairing the defective goods on the premises;b)having the defective goods or defective parts returned for the purpose of repair;c)replacing the defective parts of the goods;d)replacing the defective goods;e)offering a reasonable price reduction.

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8.7
During the warranty period, the Customer is entitled to restoration of the contractual condition
free of charge. TROTEC must bear the necessary costs of repair and replacement, in particular
shipping, labour and material costs.
8.8
Under no circumstances does TROTEC provide warranty if changes to the goods were madeby the Customer or a third party without authorisation. Likewise, in so far and whenever the Customer
does not use original parts from TROTEC, parts recommended by TROTEC or verifiably equivalent
third-party products, claims for damages of any kind are excluded.
8.9
Furthermore, TROTEC does not warrant and is not liable for any defects and the lack of
warranted specifications, features and possible uses if the cause for this lies in the documents andmaterials made available to TROTEC by the Customer (including, for example, design plans).
8.10
The legal presumption of deficiency in § 924 Austrian General Civil Code does not apply.
Likewise, the provisions of § 933b Austrian General Civil Code on special recourse are excluded.
8.11

The rectification of defects does not lead to an extension of the original warranty period.

9.
Custom-made Products and Minimum Purchase Quantities
9.1
In the case of custom-made products that are individually made by TROTEC for the Customer(e.g. cut to size, adhesive films, etc.), the Customer cannot return or exchange them.
9.2
All deliveries of panel products are subject to a minimum purchase quantity of whole panels. In
the case of cuts, they can only be returned or exchanged with the express consent of TROTEC andonly if the cut panels are returned to TROTEC complete (e.g. 4/4), undamaged and unprocessed.

10.
Compensation and Liability, Limitation of Liability
10.1
With the exception of personal injury and to the extent permitted by law, TROTEC is only liable
for all direct damage incurred by the Customer in connection with the delivery and performance in theevent of wilful intent and gross negligence. TROTEC’s liability for slight negligence is excluded. The
Customer must prove the existence of gross negligence and wilful intent – as far as this is legallypermissible. Unless otherwise stipulated by law, TROTEC is only liable up to the amount of therespective delivery or order total, except for deliberate action.
10.2
In any case, TROTEC’s liability for collateral and indirect damage, particularly lost profit orconsequential damage due to defects or claims by third parties, is completely excluded. TROTEC isalso not liable to third parties.
10.3

Liability for damage caused by delay is, in any case, limited in accordance with point 5.7.

10.4
The instructions given by TROTEC, in particular regarding the use, maintenance, storage andcare of the delivered goods, must always be followed.
10.5
If the instructions from TROTEC or the respectively applicable regulations (e.g. law, official
notification, Austrian standard) for the use, maintenance, storage and care of the delivered goods are
disregarded, TROTEC’s liability is excluded as far as this is legally permissible.
10.6
All claims for damages by the Customer expire no later than three years from the occurrenceof the damage.
10.7
For all work relating to the installation, commissioning, set-up, operation, changes to operating
conditions and modes of operation, maintenance, inspection and repair of a laser system, theinstructions for use and, in particular, safety instructions must be followed. In addition, instructions given
by TROTEC specialist personnel must be followed. If these instructions are violated or not fully complied
with, TROTEC’s specialist personnel have the right to suspend or stop work completely for safety
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reasons at the Customer’s expense. TROTEC is entitled to offset all costs arising from this (such as
flat-rate travel expenses, the specific time required by specialist personnel). TROTEC cannot be madeliable for any damage resulting from such a suspension or cancellation of the required work.
10.8
In the event of non-compliance with any operating and safety instructions or other instructions
given by TROTEC or the official approval requirements, any compensation on the part of TROTEC is
excluded.
10.9
Instead of warranty claims, compensation for non-performance cannot be asserted, unless thisis contrary to mandatory law.
10.10 If contractual penalties have been agreed, further claims by the Customer from the respective
title are excluded.

11.
Reservation of Title, Extended Reservation of Title
11.1
The goods remain the property of TROTEC (“reserved goods”) until they have been paid for infull (including interest and charges).
11.2
TROTEC retains ownership even if the item is permanently connected to or installed in the
Customer’s property. If the item is inseparable from the property, this will result in joint ownership.
11.3
The Customer hereby assigns their claim from the resale of reserved goods to TROTEC tosecure their claims, even if the goods have been processed, transformed or mixed, and undertakes tomake a corresponding note in their books or invoices. Upon request, the Customer must inform
TROTEC of the assigned claim and its debtors and provide all information and documents required forthe collection of claims and notify the third party debtor of the assignment. In the event of seizure orother claims, the Customer is obliged to point out TROTEC’s right of ownership and to notify them
immediately.
11.4
Pledging or assignment as security of the goods delivered by TROTEC or an assignment ofclaims from the resale of these goods to third parties is not permitted.

12.
Own and Third-party Copyright, Intellectual Property
12.4
TROTEC reserves all industrial property rights and intellectual property rights, in particular toits products, software, manufacturing processes, user manuals, technical documents, catalogues,
brochures, drawings, etc.
12.5
The Customer is not entitled to change the appearance of the goods. Furthermore, theCustomer is not entitled to amend the brands or other trademarks of TROTEC, to detach them from thegoods, packaging or accompanying documents or to use them.
12.6
For goods that are designed by the Customer or manufactured by TROTEC according to theCustomer’s specifications, the Customer guarantees freedom from third party rights or that theCustomer has all necessary rights, patents, designs or other intellectual property rights. The same
applies to all materials (for example, design plans) that the Customer sends to TROTEC.
12.7
The Customer must fully support TROTEC in the event of a claim or legal action by third parties
who claim that their rights have been violated and indemnify TROTEC in full.
12.8
If, in the course of the provision of services by TROTEC, doubts arise as to the existence of thenecessary rights of the Customer and the Customer is not able to prove the rights, TROTEC is entitledto cancel the provision of services and refuse delivery. The Customer must reimburse TROTEC forcosts and expenses incurred up to this point in time.

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12.9
TROTEC grants the Customer a non-exclusive and non-transferable right of use to any
software delivered in connection with the goods, insofar as this is absolutely necessary for the operationof the delivered goods.

13.
Confidentiality, Data Protection
13.1
If the Parties exchange confidential information or personal data that is subject to national or
European data protection regulations, they must conclude separate agreements.
13.2
TROTEC is entitled to save, send, revise and delete personal data of the Customer in thecourse of business transactions, insofar as this is necessary to fulfil the contractual relationship.
TROTEC will comply with the necessary data security measures and confidentiality obligations
according to §§ 14f Data Protection Act or ensure compliance with them. Separately concluded
confidentiality agreements remain unaffected. Any questions about data protection should be directed
to data-protection@trogroup.com.

14.
Applicable Law, Place of Jurisdiction
14.1
Only the substantive law of the Republic of Austria shall apply to the Contract, excluding theconflict rules and the UN sales law. This also applies to the question of conclusion of the Contract andthe legal consequences of its aftermath.
14.2
The Parties will endeavour to amicably resolve any disputes arising from or about theimplementation of the Contract. If an amicable agreement cannot be reached, all disputes or claims thatarise from or in connection with the Contract, including disputes about its validity, infringement,
dissolution or nullity, shall be decided by the court responsible for 4600 Wels (Austria) (place ofjurisdiction). Regardless of this, however, TROTEC optionally has the right to sue the Customer in theirplace of business.

15.

Final Provisions

15.1
Should individual provisions of the Contract or these GTC be or become ineffective, theeffectiveness of the remaining provisions shall not be affected. The ineffective provision shall be
replaced by a valid one that comes as close as possible to the intended goal.
15.2
The Customer agrees that TROTEC may transfer the contractual relationship as a whole toanother company that is directly or indirectly affiliated with TROTEC. From the written notification, theaffiliated company assumes all obligations and claims arising from this legal relationship and assumes
all design rights and other rights.
15.3
The Customer is not entitled, without a related written (license) agreement from TROTEC touse on its products, announcements, advertising and business documents etc., the company name orpart of the TROTEC company name or any other reference to the TROTEC company name or affiliatedcompanies.
15.4
Amendments and additions to the Contract or these GTC are only effective if they are recordedin writing, including by e-mail. This requirement of form also applies to the amendment of this written
requirement of form.
15.5
Separately concluded agreements take precedence over these GTC to the extent that they
contradict them. Unaffected clauses of these terms and conditions remain in effect.

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