1. Applicability

1.1. These General Terms and Conditions apply to business transactions between us (Aero Enterprise GmbH) and natural or legal persons (hereinafter referred to as the “Customer”), both for the specific commercial transaction and for all future transactions, even if no explicit reference is made to them in individual cases, particularly for future supplementary or follow-up orders.
1.2. The version of our General Terms and Conditions valid at the time of contract conclusion applies. These are available on our website (www.aero-enterprise.com) and have been provided to the Customer.
1.3. We conduct business exclusively on the basis of our General Terms and Conditions.
1.4. Any terms and conditions of the Customer or any amendments or additions to our General Terms and Conditions shall only be valid with our express written consent.
1.5. The Customer’s terms and conditions shall not be recognized, even if we do not expressly object to them upon receipt.

2. Offers and Contract Conclusion

2.1. Our offers are non-binding.
2.2. Commitments, assurances, or guarantees made by us, as well as any agreements deviating from these General Terms and Conditions in connection with the contract conclusion, shall only become binding upon our written confirmation.

3. Prices

3.1. Price quotations are generally to be understood as lump-sum or unit prices.
3.2. For services ordered by the Customer that are not covered by the original contract, we are entitled to reasonable compensation in the absence of an agreement on remuneration.
3.3. Price quotations are exclusive of the applicable statutory VAT and ex-works. Packaging, transport, loading, and shipping costs, as well as customs duties and insurance, are at the Customer’s expense.
3.4. The Customer is responsible for arranging the proper and environmentally sound disposal of old materials. If we are separately engaged to handle this, the Customer must additionally compensate us in accordance with the agreed terms or, in the absence of such terms, with reasonable remuneration.
3.5. We are entitled to adjust the agreed fees if changes of at least 2% occur in
a) labor costs due to legislation, regulations, collective bargaining agreements, or company agreements; or
b) other cost factors necessary for providing the service, such as procurement costs for materials used, based on recommendations from paritarian commissions or changes in national or global market prices for raw materials, exchange rates, etc., after contract conclusion. The adjustment will be made to the extent that the actual production costs at the time of service provision differ from those at the time of contract conclusion, provided we are not in default.
3.6. Fees for continuing obligations are agreed to be value-secured in accordance with the CPI 2010, and the fees are adjusted accordingly. The base month is the month in which the contract was concluded.
3.7. Costs for travel, daily allowances, and accommodation will be invoiced separately. Travel time counts as working time.

4. Payment

4.1. Payment deadlines for services and products are specified in our written offers. The deadline refers to the date on which the payment is credited to Aero Enterprise GmbH’s business account (“received”).
4.2. If no payment deadline is specified, payment is due immediately, net, without deductions.
4.3. For certain services and/or products, Aero Enterprise may require advance payments or installment payments in an amount to be agreed upon with the Customer.
4.4. The entitlement to a discount requires an explicit written agreement.
4.5. If the Customer defaults on payments under other contractual relationships with us, we are entitled to suspend our obligations under this contract until the Customer fulfills their obligations.
4.6. We are also entitled to declare all claims for services already rendered under the ongoing business relationship with the Customer immediately due and payable.
4.7. If the payment deadline is exceeded, even for a single partial performance, any discounts, reductions, or other concessions granted shall lapse and be added to the invoice.
4.8. In the event of default, the Customer is obligated to reimburse us for necessary and reasonable costs incurred to enforce payment (e.g., reminder fees, collection fees, legal fees).
4.9. In the event of culpable payment default, we are entitled to charge 9.2 percentage points above the base interest rate, in accordance with § 456 of the Austrian Commercial Code (UGB).
4.10. We reserve the right to claim further damages caused by default.
4.11. The Customer is only entitled to offset claims if the counterclaims have been legally established or explicitly recognized by us.
4.12. In the event of culpable payment default, the Customer is obligated to pay reminder fees of €50 per reminder, provided these are reasonable in proportion to the claim being pursued.

5. Creditworthiness Check

5.1. The Customer expressly agrees that their data may be transmitted exclusively for the purpose of creditor protection to state-authorized creditor protection associations, such as the Alpenländischer Kreditorenverband (AKV), Österreichischer Verband Creditreform (ÖVC), Insolvenzschutzverband für Arbeitnehmer oder Arbeitnehmerinnen (ISA), Kreditschutzverband von 1870 (KSV), or equivalent foreign creditor protection associations.

6. Customer’s Obligations to Cooperate

6.1. Our obligation to perform commences no earlier than once all technical details have been clarified, the Customer has established the required technical and legal prerequisites (which we are happy to provide upon request), we have received the agreed advance payments or security deposits, and the Customer has fulfilled their contractual preliminary and cooperative obligations, including those specified in the following subsections.
6.2. For services to be performed by us, the Customer must ensure that work can commence immediately upon the arrival of our service personnel.
6.3. The Customer must obtain at their own expense any necessary third-party approvals, as well as notifications and permits from authorities. Information regarding these requirements can be requested from us.
6.4. The Customer must provide, at their own expense, the energy and water quantities required for the execution of services, including any trial operations.
6.5. The Customer warrants that the necessary structural, technical, and legal prerequisites for the product to be delivered or the work to be executed are in place, as described in the contract or in information provided prior to contract conclusion, or as the Customer should have been aware of due to their professional knowledge or experience.
6.6. The Customer also warrants that the technical systems, such as supply lines, cabling, networks, and the like, are in technically flawless and operational condition and are compatible with the products or works to be delivered by us.
6.7. We are entitled, but not obligated, to inspect these systems for a separate fee.
6.8. The Customer bears sole responsibility for the design and functionality of any components they supply. We have no obligation to inspect any documentation, data, or instructions provided by the Customer beyond compiling a technical file and certifying compliance with the Machinery Directive or other applicable directives. Any liability on our part in this regard is excluded. The obligation to issue the certification may be contractually transferred to the Customer if they bring the product to market.
6.9. The Customer is not entitled to assign claims and rights arising from the contractual relationship without our written consent.

7. Execution of Services

7.1. We are only obligated to consider subsequent requests for changes or extensions by the Customer if these are technically necessary to achieve the contractual purpose.
7.2. Minor changes to our performance that are reasonable for the Customer and objectively justified are deemed pre-approved.
7.3. If any modifications or additions to the order occur after the order has been placed, regardless of the reason, the delivery or service period shall be extended by a reasonable timeframe.
7.4. If the Customer requests expedited performance after contract conclusion, this constitutes a contract modification. This may necessitate overtime and/or additional costs due to accelerated material procurement, thereby reasonably increasing the fee relative to the additional effort required.
7.5. Objectively justified partial deliveries and performances are permissible and may be invoiced separately.
7.6. If delivery on demand is agreed upon, the goods or services will be deemed called for no later than six months after the order date.

8. Delivery and Performance Periods

8.1. Delivery and performance periods and dates are binding for us only if agreed in writing. Any deviation from this formal requirement must also be in writing.
8.2. Periods and dates will be extended in cases of force majeure, strikes, unforeseeable delays not caused by us, such as supplier delays, or other comparable events beyond our control, for the duration of the event. This does not affect the Customer’s right to withdraw from the contract if the delay makes adherence to the contract unreasonable.
8.3. If the commencement or execution of services is delayed or interrupted due to circumstances attributable to the Customer, particularly as a result of non-compliance with their obligations to cooperate under Clause 7, performance deadlines will be extended accordingly, and completion dates will be postponed.
8.4. In the event of contract termination due to delay, the Customer must grant an additional period of time by sending a registered letter, simultaneously threatening withdrawal from the contract.

9. Transfer of Risk and Dispatch

9.1. The risk passes to the Customer as soon as we make the goods or work available for collection at our plant or warehouse, or upon their handover to a freight forwarder or carrier. Dispatch, loading, unloading, and transport are always at the Customer’s risk.
9.2. The Customer approves any appropriate mode of dispatch. Upon the Customer’s written request and at their expense, we undertake to arrange transport insurance.
9.3. We are entitled to collect packaging, shipping costs, and remuneration via cash on delivery if the Customer is in default of payment for any transaction in our business relationship or if a credit limit agreed with us has been exceeded.
9.4. The Customer is responsible for the security of materials and equipment delivered by us and stored or installed at the place of performance. Any loss or damage is at the Customer’s expense.

10. Default of Acceptance

10.1. If the Customer defaults on acceptance for more than four weeks (refusal of acceptance, delay in preliminary performance, or other reasons, including failure to call off goods within a reasonable period in the case of call-off orders) and, despite being granted an appropriate additional period, fails to rectify the circumstances causing the delay or preventing performance, we may, while maintaining the contract, dispose of the materials and equipment specified for performance. If performance is resumed, we will procure replacements within a timeframe reasonable under the circumstances.
10.2. In the event of acceptance default, we are also entitled, while insisting on contract fulfillment, to store the goods at our premises, for which we may charge a storage fee in accordance with Clause 9.4.
10.3. In the event of a justified withdrawal from the contract, we are entitled to claim liquidated damages from the Customer amounting to 25% of the gross contract value, without requiring proof of actual damage.
10.4. The assertion of a higher claim for damages remains permissible.

11. Retention of Title

11.1. The goods delivered, installed, or otherwise transferred by us shall remain our property until full payment has been made.
11.2. Resale is only permitted if we have been notified in a timely manner, providing the name and exact address of the buyer, and we have consented to the resale. In the case of our consent, the claim for the purchase price is hereby assigned to us.
11.3. Until the full payment of the price or purchase price, the Customer must note this assignment in their books and invoices and notify their respective debtors of the assignment. Upon request, the Customer shall provide us with all documents and information necessary to enforce the assigned claims and rights.
11.4. If the Customer defaults on payment, we are entitled to reclaim the retained goods after setting a reasonable grace period.
11.5. The Customer must immediately notify us prior to the commencement of bankruptcy proceedings, seizure of their assets, or the confiscation of our retained goods.
11.6. The Customer explicitly agrees that we may enter the location of the retained goods to enforce our retention of title.
11.7. The Customer shall bear any necessary and reasonable costs associated with the legal enforcement of our retention of title.
11.8. The enforcement of the retention of title shall only constitute a withdrawal from the contract if explicitly stated.
11.9. We are entitled to freely dispose of the reclaimed retained goods and to exploit them in the best possible manner.
11.10. Until full payment of all our claims, the performance/purchase object may not be pledged, assigned as security, or otherwise encumbered by third-party rights. In the event of seizure or other claims, the Customer is obligated to inform the third parties of our ownership rights and notify us immediately.

12. Third-Party Intellectual Property Rights

12.1. For goods manufactured according to the Customer’s documents (design specifications, drawings, models, or other specifications, etc.), the Customer assumes sole responsibility for ensuring that the manufacture of these goods does not infringe third-party intellectual property rights.
12.2. If third-party intellectual property rights are asserted, we are entitled to suspend the manufacture of the goods at the Customer’s risk until the third-party rights have been clarified, unless the invalidity of the claims is evident.
12.3. The Customer shall indemnify and hold us harmless in this regard.
12.4. We are entitled to demand reasonable advance payments from business customers for any potential legal costs.
12.5. We may also claim compensation for necessary and useful costs incurred by us in defending against third-party claims.
12.6. We are entitled to request reasonable advances for any potential legal costs.

13. Our Intellectual Property

13.1. Goods delivered and related execution documents, plans, sketches, cost estimates, and other documents, as well as software provided or created through our contribution, remain our intellectual property.
13.2. Their use, particularly their transfer, reproduction, publication, and availability, including even partial copying, as well as imitation, modification, or exploitation, requires our explicit consent.
13.3. The Customer further agrees to keep confidential the knowledge gained from the business relationship with respect to third parties.
13.4. The image data in question are provided by the company Aero Enterprise, who is the author. They are protected by copyright and may only be used with the express consent of the author. Consent for use is automatically granted when Aero Enterprise is commissioned to inspect industrial plants of the Customer or third parties.
13.5. The Customer is granted a non-exclusive, non-transferable, unrestricted right to use the image material for internal purposes, such as data interpretation, anomaly classification, etc., with no limitations regarding location or time.
13.6. The usage permission is granted only upon full payment of the agreed fee. Reproduction or use of the image material in video sequences, texts, or other electronic or printed publications, except for internal use, is prohibited without the express consent of Aero Enterprise.

14. Warranty

14.1. The warranty period for our services is one year from the date of delivery.
14.2. The date of delivery shall be the completion date unless otherwise agreed (e.g., formal acceptance). Delivery is deemed to have occurred when the Customer takes control of the service or refuses to accept it without stating any reasons. The service is considered accepted when the completion is communicated to the Customer unless the refusal to accept is justified.
14.3. If a joint delivery is agreed, and the Customer fails to appear at the notified delivery date, the delivery shall be considered as having occurred on that day.
14.4. Rectifying a defect alleged by the Customer does not constitute an acknowledgment of a defect.
14.5. The Customer must always prove that the defect was present at the time of delivery.
14.6. In the case of defects, the Customer must make the equipment or devices accessible to us without undue delay and allow us or appointed experts to inspect them.
14.7. Defects and complaints of any kind must be reported in writing to our company headquarters without delay (at the latest within 10 working days), with a detailed description of the defect and possible causes. The disputed goods or works must be returned by the Customer, if possible.
14.8. If the Customer’s claims of defects are unjustified, they are obliged to compensate us for the costs incurred in determining the defect’s absence or rectifying the issue.
14.9. Any use or processing of the defective goods that could result in further damage or complicate or prevent the rectification of the cause must be immediately stopped by the Customer, unless this is unreasonable.
14.10. We are entitled to conduct any necessary investigations, even if such investigations may render the goods or workpieces unusable. If it is determined that we are not responsible for the defect, the Customer must bear the costs of these investigations, subject to reasonable charges.
14.11. Any transport and travel costs arising in connection with the rectification of defects are to be borne by the Customer. The Customer must provide the necessary workforce, energy, and space free of charge as requested by us and cooperate according to Clause 7.
14.12. The Customer must provide at least two attempts for us to remedy the defect.
14.13. We may avoid the Customer’s request for contract cancellation by improving the goods or offering a reasonable price reduction, provided that the defect is not significant and cannot be remedied.
14.14. If the goods are manufactured based on the Customer’s specifications, such as drawings, plans, models, or other specifications, we warrant only the proper execution in accordance with the agreed terms.
14.15. A defect is not deemed to exist if the work is not fully suitable for the agreed use due solely to differing actual circumstances from the information provided to us at the time of performance, because the Customer has failed to meet their obligations to cooperate as per Clause 7.
14.16. Likewise, there is no defect if the Customer’s technical installations, such as supply lines, wiring, networks, etc., are not in proper working order or compatible with the delivered goods.

15. Liability

15.1. We are liable for violations of contractual or pre-contractual obligations, particularly due to impossibility, delay, etc., for financial damages only in cases of intent or gross negligence due to technical particularities.
15.2. Liability is limited to the maximum amount covered by any liability insurance policy that we may have taken out.
15.3. This limitation also applies to damage to property that we have accepted for processing.
15.4. Claims for damages must be asserted in court within two years, otherwise they will be forfeited.
15.5. The limitations or exclusions of liability also apply to claims against our employees, agents, and subcontractors for damages they cause to the Customer, independent of any contract between them and the Customer.
15.6. Our liability is excluded for damages caused by improper handling or storage, overuse, failure to follow operating and installation instructions, faulty assembly, commissioning, maintenance, or repairs by the Customer or unauthorized third parties, or natural wear and tear, provided that these events were the cause of the damage. This exclusion of liability also applies to the failure to perform necessary maintenance.
15.7. If and to the extent the Customer can claim insurance benefits for damages for which we are liable through their own or third-party insurance (e.g., liability insurance, comprehensive insurance, transport, fire, business interruption, etc.), the Customer is obligated to claim the insurance benefits, and our liability towards the Customer shall be limited to the disadvantages incurred by the Customer from claiming this insurance (e.g., higher insurance premiums).
15.8. The product characteristics owed are those that can be expected by the Customer based on regulatory requirements, user manuals, and other product-related instructions and guidance (including control and maintenance) from us, third-party manufacturers, or importers, considering the Customer’s knowledge and experience. The Customer, as a reseller, is required to take out sufficient product liability insurance and indemnify and hold us harmless against any claims for recourse.

16. Severability Clause

16.1. If individual parts of these General Terms and Conditions are found to be invalid, the validity of the remaining parts shall not be affected.
16.2. The parties agree in advance to make an alternative arrangement, based on the perspective of good-faith contracting parties, that comes closest to the economic result of the invalid condition, taking into account industry standards.

17. General Provisions

17.1. Austrian law shall apply.
17.2. The United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.
17.3. The place of performance is the company’s registered office (Linz).
17.4. The competent court for all disputes arising from the contractual relationship or future contracts between us and the Customer is the court that has local jurisdiction for our registered office.
17.5. The Customer must immediately notify us in writing of any changes to their name, company, address, legal form, or other relevant information.