1. Prices and Delivery

1.1. Denzel Robotics GmbH – hereinafter referred to as “Denzel Robotics” – sells at the prices and under the General Terms and Conditions of Sale and Delivery valid on the date of dispatch or collection. Any general terms and conditions of the Purchaser shall in no event become part of the contract. Any amendments or supplements to these General Terms and Conditions of Sale and Delivery must be made in writing in order to be legally effective.

1.2. The transmission of catalogues and price lists shall not constitute an offer and shall not oblige Denzel Robotics to supply the recipient at the prices and conditions stated therein.

1.3. Offers are subject to change and non-binding. Orders placed by the Purchaser shall be deemed binding offers. A contract shall only come into existence upon written order confirmation or delivery. Technical specifications, descriptions, illustrations, representations, performance data, dimensions, weights, and drawings in catalogues, price lists, brochures, technical documentation, on websites, or in other documents shall not constitute a warranty of specific characteristics and shall only be binding if expressly confirmed in writing.

1.4. All prices are quoted exclusive of VAT and exclusive of all ancillary costs, in particular packaging, transport, shipping, insurance, customs, import, export, assembly, training, disposal, and handling costs, and shall apply ex warehouse or EXW in accordance with the applicable Incoterms version. Such costs shall be borne by the Purchaser. Collection by the Purchaser shall not entitle the Purchaser to deduct any collection allowance. The goods shall travel at the Purchaser’s risk. If the goods are shipped by express delivery at the Purchaser’s request, the Purchaser shall also bear the additional costs.

1.5. If the goods are collected by an employee or agent of the Purchaser, such person must provide proof of identity and authorization.

1.6. The return of sold goods by the Purchaser is excluded. If Denzel Robotics takes back goods itself, in particular as a result of asserting its retention of title, the Purchaser shall be credited with the net price valid on the date of repossession plus VAT. If the net price on the date of delivery was lower than the net price on the date of repossession, the Purchaser shall be credited with the net price valid on the date of delivery plus VAT.

1.7. If, after conclusion of the contract, the acquisition costs for the agreed goods increase due to circumstances beyond the control of Denzel Robotics – in particular as a result of changes in customs duties, import charges, raw material or component prices (e.g. semiconductors, electronic components), exchange rates, or mandatory legal provisions – Denzel Robotics shall be entitled to propose a corresponding adjustment of the purchase price to the Purchaser, stating the reasons and specifying the cost increase. If the Purchaser does not accept such adjustment in writing within 14 days of receipt of the notification, Denzel Robotics shall be entitled to withdraw from the purchase contract with respect to the affected items, without the Purchaser being entitled to assert any claims as a result thereof. This provision shall in any event apply after a period of two months from the order confirmation.

2. Delivery Periods

2.1. Agreed delivery periods shall only be deemed non-binding guide values, so that only significant delays caused by gross negligence or willful misconduct on the part of Denzel Robotics may give rise to claims by the Purchaser against Denzel Robotics. Delivery periods shall in any case be suspended for as long as the Purchaser is in default with the performance of obligations owed to Denzel Robotics. Partial deliveries by Denzel Robotics shall be permissible.
2.2. In all cases of force majeure (e.g. natural disasters, earthquakes, fire, floods, war, terrorism, pandemics, epidemics, official measures, or other unforeseen events such as strikes, power outages, lockouts or other production disruptions, as well as delays, shortages of materials, and transport difficulties), Denzel Robotics shall be released from its obligation to deliver on time, and the delivery periods shall be extended by the duration of the force majeure event. If the duration cannot be foreseen, Denzel Robotics shall also be entitled to cancel the Purchaser’s orders in whole or in part and to discontinue further deliveries, without the Purchaser having any claim for damages or subsequent delivery.

3. Retention of Title and Security for the Purchase Price Claim

3.1. The delivered goods shall remain the property of Denzel Robotics until full payment of the purchase price has been made. The Purchaser shall adequately insure the goods subject to Denzel Robotics’ retention of title, in the amount of their invoice value, against fire, water, theft, and other customary elemental events and risks. If the goods are resold by the Purchaser before full payment of the purchase price to Denzel Robotics, the Purchaser hereby assigns to Denzel Robotics, by way of payment and without separate consideration, the Purchaser’s claims and rights arising from such resale up to the amount of Denzel Robotics’ purchase price claim, including interest. Any proceeds generated therefrom shall be held by the Purchaser in trust for Denzel Robotics and used without delay to settle Denzel Robotics’ outstanding claims. The assertion of retention of title by Denzel Robotics with regard to the delivered goods shall not require a complete listing and proof of individual product or serial numbers. For such assertion, it shall be sufficient to specify the markings customarily affixed to the goods and the records contained in the delivery documents (invoices), which are mutually deemed to constitute sufficient individual identification.
3.2. The Purchaser shall not be entitled to pledge or transfer by way of security any goods delivered by Denzel Robotics under retention of title. The Purchaser shall be obliged to notify Denzel Robotics immediately in writing if the goods delivered under retention of title are attached, if any third-party claim is asserted thereto, or if Denzel Robotics’ ownership rights are impaired in any other way. In such case, the Purchaser shall immediately take all measures necessary at its own expense to safeguard Denzel Robotics’ ownership rights.
3.3. In the event of default in payment by the Purchaser, Denzel Robotics may, even without withdrawing from the purchase contract, demand the return of the goods delivered under retention of title and realize them at customary market conditions on account of its outstanding purchase price claim; in such case, Denzel Robotics may also require or itself arrange for the goods to be placed in safekeeping (e.g. in a warehouse) at the Purchaser’s expense.

4. Withdrawal from the Contract

4.1. If important reasons exist which give rise to the assumption that the Purchaser will not fulfil its obligations under the purchase contract, Denzel Robotics shall be entitled to cancel the Purchaser’s orders and withdraw from the purchase contract, or to perform the purchase contract only in part. Important reasons shall include, in particular – to the extent legally permissible – the opening of insolvency proceedings against the Purchaser, the rejection of the opening of such proceedings for lack of sufficient assets to cover costs, the submission of a sworn statement of assets by the Purchaser, default in payment, failure to fulfil other material obligations of the Purchaser towards Denzel Robotics, or other payment difficulties on the part of the Purchaser.
4.2. The mere repossession by Denzel Robotics of goods delivered under retention of title in the event of default in payment by the Purchaser shall not constitute withdrawal from the contract, unless Denzel Robotics expressly declares withdrawal from the purchase contract in such case as well.

5. Payment

5.1. Denzel Robotics’ invoices shall be due for payment to Denzel Robotics within the agreed period. However, even in such case, Denzel Robotics shall be entitled to declare the credited purchase price immediately due for payment for good cause, in particular if the Purchaser’s financial circumstances deteriorate or if the Purchaser is in default with other obligations or liabilities towards Denzel Robotics. In such case, Denzel Robotics shall further be entitled to set off the Purchaser’s counterclaims, including in particular advance payments made by the Purchaser, against Denzel Robotics’ claims, irrespective of whether the Purchaser’s counterclaims arise from the same legal relationship or for what purpose any advance payments were made by the Purchaser, and irrespective of whether the Purchaser’s counterclaims are already due or not.
5.2. All payments shall be made by the Purchaser in such good time that they are credited to Denzel Robotics’ account on the due date. The risk of the payment transfer shall be borne by the Purchaser.
5.3. Payments made by the Purchaser to collection agents or suppliers shall only discharge the debt if such persons identify themselves by means of a written collection authorization and issue to the Purchaser a receipt duly executed by the company.
5.4. Denzel Robotics shall not be obliged to accept bills of exchange or cheques. Bills of exchange and cheques shall not be deemed cash payment and shall not entitle the Purchaser to any cash discount deduction; they shall only be accepted by Denzel Robotics upon prior written agreement and, even then, only subject to full receipt of payment. All related costs and discount charges plus VAT shall be borne by the Purchaser.
5.5. In the event of default in payment, the Purchaser shall pay default interest to Denzel Robotics in the amount of 8 percentage points above the base interest rate published by the Austrian National Bank from time to time.
5.6. Any right of the Purchaser to withhold due payments or to set off counterclaims of the Purchaser is expressly excluded, unless such counterclaims have been acknowledged by Denzel Robotics in writing or have been finally determined by a court. Any agreed cash discount shall only be granted to the Purchaser on the condition that the Purchaser has fully satisfied all due payment obligations towards Denzel Robotics.

6. Warranty and Damages

6.1. Without prejudice to the term of any manufacturer’s warranty that may exist for the goods, the warranty period shall, unless expressly agreed otherwise in writing, be 12 months from delivery.
6.2. The Purchaser shall inspect the delivered goods and services upon delivery and shall notify any apparent defects immediately in writing. In the case of delivery by truck, defects must be recorded in writing on the carrier’s delivery note / counter-receipt and submitted to Denzel Robotics promptly. Notices of defects shall only be recognized if they are made by the Purchaser immediately after prompt inspection of the goods and contain the exact reason for the complaint.
6.3. For quality defects attributable to the manufacturer or upstream supplier, Denzel Robotics shall provide warranty only to the extent that Denzel Robotics itself is entitled to warranty claims against the manufacturer or upstream supplier.
6.4. Any warranty claim shall in any event be excluded for:
6.4.1. goods that were not purchased directly from Denzel Robotics;
6.4.2. goods that have been processed in any manner by the Purchaser or a third party, as well as in the event of rooting, modifications, tampering, conversions, or interference with hardware or software, unless the Purchaser proves that such processing was in no way causally related to the defect;
6.4.3. defects attributable to external influences, power fluctuations, network problems, cloud outages, faulty infrastructure, or environmental conditions;
6.4.4. defects caused by improper transport;
6.4.5. goods with respect to which only mileage or operating hours are complained of, as no liability is assumed in principle in this regard;
6.4.6. wear parts and consumables, in particular brushes, squeegee blades, filters, pads, and other consumable items specified in the operating instructions, as well as batteries subject to ordinary capacity loss;
6.4.7. defects that are merely insignificant and only insignificantly impair the value or usability of the goods, as well as cosmetic defects without impairment of function;
6.4.8. goods whose serial number has been rendered illegible, altered, or removed;
6.4.9. defects arising from non-compliance with technical guidelines, regulations, operating, maintenance and usage instructions of the manufacturer and instructions of Denzel Robotics, or from other improper effects on the goods, in particular if:
6.4.9.1. goods were damaged by external influences or mechanical impact;
6.4.9.2. non-approved consumables, accessories, spare parts, or software were used;
6.4.9.3. goods were subjected to above-average use contrary to regulations;
6.4.9.4. the defect is attributable to intentional or negligent conduct or improper use.
6.5. Only the Purchaser shall be entitled to assert warranty claims against Denzel Robotics. Any assignment by the Purchaser of warranty claims against Denzel Robotics to third parties shall be inadmissible without the prior written consent of Denzel Robotics.
6.6. For the assertion of a warranty claim, the goods purchased from Denzel Robotics must be made available to Denzel Robotics’ staff for technical inspection together with the original invoice and a fully completed complaint form provided by Denzel Robotics and duly executed by the Purchaser. The place of such technical inspection shall generally be Denzel Robotics’ business premises, although Denzel Robotics may designate another location. If equipment, systems and/or the cooperation of the Purchaser or its personnel are required for the technical inspection, these shall be made available to Denzel Robotics free of charge. Goods may only be sent to Denzel Robotics or to a branch office of Denzel Robotics upon prior instruction by Denzel Robotics. Denzel Robotics may refuse acceptance of unsolicited shipments. In such case, transport risk and transport costs shall be borne by the Purchaser.
6.7. The performance of inspections, fault analyses, or defect rectifications shall not constitute an acknowledgement of a defect or of any legal obligation.
6.8. If a notice of defect proves to be unfounded, the Purchaser shall reimburse the costs incurred.
6.9. With the exception of those cases in which the law grants a right of rescission, Denzel Robotics shall have the right to choose whether to satisfy the Purchaser’s warranty claim by replacement or repair of the goods within a reasonable period of time, or by granting a price reduction.
6.10. Any claims for damages of any kind, in particular for personal injury, damage to property, or financial loss (including loss of profit), irrespective of the legal grounds, including in particular under the Product Liability Act, against the manufacturer of the goods, the upstream suppliers, Denzel Robotics, and their legal representatives, vicarious agents, auxiliary agents, and employees shall, to the extent permitted by law, and in particular in cases of slight negligence, be excluded. This limitation of liability shall also apply to all advisory services of Denzel Robotics and its employees of whatever kind. The Purchaser shall not thereby be relieved of its obligation to verify for itself the suitability of the goods to be purchased for the intended purpose of use. The burden of proof for any claims for damages, including fault, shall be borne by the Purchaser.
6.11. The Purchaser shall be obliged to include a corresponding liability provision in the contracts with its customers purchasing the goods. The Purchaser shall further be obliged to pass on in full and without alteration to its customers all information, instructions, and guidance received from Denzel Robotics regarding the use and operation of the goods, including in particular the technical guidelines, regulations, and operating instructions of the manufacturer of the goods, and to oblige such customers likewise to comply therewith. The Purchaser shall be liable to Denzel Robotics and to the manufacturer for any damage arising from a breach of this obligation.

7. Resale

7.1. In order to ensure the safety, functionality, and integrity of the goods, the Purchaser shall ensure that, upon resale, the goods remain in proper condition, comply with the quality criteria specified by the manufacturer, and in particular do not deviate from the manufacturer’s technical standards or guidelines as a result of any alteration.
7.2. All rights to documents, any plans and drawings, software and source codes, documentation, images, technical information, and other work results shall remain with the manufacturer or with Denzel Robotics as the manufacturer’s licensee. The Purchaser shall merely receive a non-exclusive, non-transferable, non-sublicensable, and revocable right of use to the extent required for the contractual purpose and in accordance with the manufacturer’s specifications. Any use beyond this scope, reproduction, editing, disclosure, publication, decompilation, analysis, reverse engineering, or other use shall be prohibited. The complete or partial removal, alteration, or obscuring of trademarks, serial numbers, manufacturer markings, or other identification features on the delivered goods is prohibited.
7.3. Upon resale, the Purchaser shall pass on all product, safety, warning, and operating information in full and without alteration. The use of trademarks, product images, and descriptions must comply with the then applicable requirements of the manufacturer and/or Denzel Robotics.
7.4. If the Purchaser is a commercial end user with its registered office or place of business in Austria, it shall assume the obligation to dispose of the delivered devices properly at its own expense after the end of their use and in accordance with the applicable statutory provisions in force from time to time (in particular the Austrian Ordinance on Waste Electrical and Electronic Equipment, EAG-VO, as amended). The Purchaser shall fully indemnify and hold the Seller harmless from all obligations under Section 10 EAG-VO (manufacturer take-back obligation) and from all third-party claims related thereto.
7.5. If the Purchaser is a reseller (distributor, wholesaler, intermediary) outside Austria (EU Member States as well as third countries) and delivery is agreed as DDP in accordance with the Incoterms®, the following environmental law arrangement shall apply by way of derogation from the purely transport and customs-related provisions of the Incoterms®:
7.5.1. The agreed delivery term DDP shall exclusively govern the costs and risks of physical transport as well as customs clearance. It shall not constitute any assumption by the Seller of extended producer responsibility (EPR) in the country of destination.
7.5.2. In relation to the Seller, the foreign Purchaser (reseller) expressly assumes the role and statutory obligations of the first distributor on the market (importer) for waste electrical and electronic equipment (WEEE), batteries, and packaging in the respective country of destination. The Purchaser undertakes to fulfil all related national public-law obligations in the country of destination at its own expense (in particular WEEE registration, regular volume reporting, and financing of disposal).
7.5.3. The Purchaser undertakes to contractually oblige its own customers in the respective country of destination to dispose of the devices properly at their own expense after the end of use. If the Purchaser fails to impose such contractual onward obligation, it shall be obliged, in the event of disposal, to take back the waste equipment at its own expense and to ensure proper recovery or disposal in accordance with the regulations of the respective country of destination.
7.6. The Purchaser shall indemnify and hold the Seller harmless from all third-party claims, official penalties, fines, back-payment claims by collective schemes, or costs incurred by the Seller domestically or abroad as a result of the Purchaser failing to comply, incompletely complying, or late complying with its environmental law obligations under this section.

8. Data Protection

8.1. The Purchaser acknowledges that the personal data provided by it from time to time, which are required for the performance of the contract concluded with it, may be processed and used by Denzel Robotics and, for this purpose, may also be transmitted to companies of the Denzel Group affiliated with Denzel Robotics within the meaning of Section 189a no. 8 of the Austrian Commercial Code (see www.denzel.at/datenschutz), as well as to other natural or legal persons engaged by Denzel Robotics for the performance of the contract. The Purchaser further acknowledges that its personal data may also be processed and used by Denzel Robotics for other purposes if such other purposes are compatible with the purpose for which the personal data were collected.
8.2. The processing and use of the personal data provided by the Purchaser from time to time are based in particular on Article 6 GDPR (consent, performance of a contract, compliance with legal obligations, legitimate interests). The data shall be deleted as soon as they are no longer required for the aforementioned purposes. However, personal data shall in any event be retained for as long as statutory obligations exist, for example due to retention requirements, or as long as limitation periods for potential legal claims have not yet expired.

8.3. The Purchaser has the right to obtain information about the personal data concerning it that are stored, as well as the right to rectification or erasure, or restriction of processing of such data, and the right to object to processing, as well as the right to data portability and the right to lodge a complaint with the competent Austrian Data Protection Authority, Barichgasse 40-42, 1030 Vienna. Further details and information regarding these rights of the Purchaser are available online at www.gausium.at. At this internet address, the Purchaser will also find the companies of the Denzel Group affiliated with the Seller within the meaning of Section 189a no. 8 of the Austrian Commercial Code.

9. Place of Performance, Governing Law, and Jurisdiction

9.1. The place of performance shall be the registered office of Denzel Robotics in Austria, 1230 Vienna, Richard Strauss Straße 14.
9.2. All legal relationships between Denzel Robotics and the Purchaser shall be governed exclusively by Austrian law. The applicability of the UN Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.
9.3. The place of jurisdiction for all disputes arising out of or in connection with the purchase contract and the delivery of goods to the Purchaser shall be the court with subject-matter jurisdiction for the 1st District of Vienna. Notwithstanding the foregoing, Denzel Robotics shall also be entitled, at its discretion, to bring proceedings against the Purchaser before any other court having statutory jurisdiction.

10. Miscellaneous

The invalidity of individual provisions of these General Terms and Conditions of Sale and Delivery shall not affect the validity of the remaining provisions. Any invalid provision shall be replaced without delay by Denzel Robotics and the Purchaser with a valid provision that most closely reflects the economic purpose of the invalid provision.