for Business-to-Business Transactions (B2B)
LDDE Vertriebsgesellschaft m.b.H.
Simmeringer Hauptstraße 357
A-1110 Vienna, Austria
(hereinafter referred to as “LDDE”)
NOTICE: These General Terms and Conditions apply exclusively to entrepreneurs within the meaning of Section 1 of the Austrian Commercial Code (UGB) and do not apply to consumers.
SECTION 1 – SCOPE OF APPLICATION
All deliveries, services and offers made by LDDE shall be governed exclusively by these General Terms and Conditions in the version applicable at the time the contract is concluded. They shall also apply to all future business relationships, even if they are not expressly agreed again. Any terms and conditions of the Buyer that deviate from these General Terms and Conditions shall not be accepted, even if LDDE does not expressly object to them. Any deviations require LDDE’s express written confirmation, for which email shall be sufficient.
These General Terms and Conditions apply exclusively to entrepreneurs within the meaning of Section 1 UGB.
SECTION 2 – CONCLUSION OF CONTRACT
All offers contained in brochures, price lists, advertisements or other documents are subject to change and non-binding. Unless expressly stated otherwise in the offer, LDDE shall remain bound by specifically prepared offers for 14 calendar days.
A contract shall be concluded when the Buyer submits a written order and LDDE confirms it in writing, or when LDDE performs a delivery or service. In the case of immediate delivery, the invoice may replace the order confirmation. Side agreements, verbal commitments or deviations shall require LDDE’s written confirmation to be effective, for which email shall be sufficient.
Offers that expressly identify several components as a technically or economically integrated system shall apply exclusively as an overall offer. In such cases, individual prices are provided solely for commercial presentation purposes and shall not establish any right to the separate delivery of individual components on those terms.
SECTION 3 – PRICES
Unless expressly stated otherwise, all prices are net prices and are subject to statutory value added tax. Unless expressly agreed otherwise, the Buyer shall bear the costs of packaging, transport, freight, insurance, customs duties and other ancillary costs.
SECTION 4 – DELIVERY TIMES AND PARTIAL DELIVERIES
Delivery dates and deadlines shall be binding only if expressly agreed in writing. Delivery delays caused by force majeure or other circumstances beyond LDDE’s control shall extend the delivery period by the duration of the impediment plus a reasonable start-up period.
LDDE shall be entitled to make partial deliveries provided that they are reasonable for the Buyer, the parts already delivered can be used for their intended purpose and the function of an order expressly placed as an overall system is not materially impaired. Permissible partial deliveries shall be accepted and paid for in proportion to their scope.
SECTION 5 – SHIPPING AND TRANSFER OF RISK
Risk shall pass to the Buyer as soon as the goods are handed over to the carrier at the agreed place of dispatch. If no specific place of dispatch has been agreed, risk shall pass upon handover to the carrier at LDDE’s registered office. If dispatch is delayed at the Buyer’s request or for a reason attributable to the Buyer, risk shall pass to the Buyer upon notification that the goods are ready for dispatch.
SECTION 6 – WARRANTY AND NOTIFICATION OF DEFECTS
LDDE shall provide warranty in accordance with the statutory provisions unless otherwise agreed below. The warranty period shall be 24 months from the date of handover.
Obvious defects must be notified in writing without undue delay and no later than seven calendar days after handover. Hidden defects must be notified in writing without undue delay and no later than seven calendar days after their discovery. The notification must describe the defect with sufficient specificity to enable LDDE to carry out an examination. If notification is not made in due time, the legal consequences of Section 377 UGB shall apply.
Warranty claims shall be excluded to the extent that the defect in question was caused by a modification made by the Buyer or a third party, improper use, failure to observe the operating or installation instructions, or operation with components not approved by LDDE. Warranty claims relating to defects independent of such circumstances shall remain unaffected.
SECTION 7 – LIABILITY
LDDE shall be liable for property damage and financial loss only in cases of intent or gross negligence. Liability for slight negligence, loss of profit, indirect damage and consequential damage is excluded to the extent permitted by law.
The foregoing limitations of liability shall not apply to personal injury, claims under the Austrian Product Liability Act (Produkthaftungsgesetz), or any other cases of mandatory statutory liability.
Product descriptions, technical information and application recommendations shall not constitute guaranteed characteristics unless such a guarantee has been expressly agreed in writing. Expressly agreed product characteristics shall remain unaffected.
SECTION 8 – RETENTION OF TITLE
The goods delivered shall remain the property of LDDE until all claims arising from the respective contractual relationship have been paid in full. Without LDDE’s prior written consent, the Buyer may not pledge the goods subject to retention of title, transfer them by way of security, or otherwise encumber them with third-party rights. The Buyer must notify LDDE immediately in writing of any access to or claims against the goods by third parties.
SECTION 9 – PAYMENT
Unless expressly agreed otherwise, invoices shall be due for payment immediately upon issue without deduction. In the event of late payment, the statutory default interest applicable to business transactions pursuant to Section 456 UGB shall apply. LDDE shall be entitled to charge the statutory lump sum for recovery costs pursuant to Section 458 UGB as well as any additional necessary and reasonable recovery costs.
The Buyer shall be entitled to exercise a right of retention or set-off only where its counterclaims are undisputed or have been finally determined by a court.
SECTION 10 – DECLARATIONS, GOVERNING LAW, PLACE OF PERFORMANCE AND JURISDICTION
Amendments, supplements and legally relevant declarations must be made in writing; transmission by email shall be sufficient unless a stricter form is required by law. Individual agreements shall remain unaffected.
Should any provision of these General Terms and Conditions be or become wholly or partially invalid, the validity of the remaining provisions shall remain unaffected.
Austrian law shall apply, excluding its conflict-of-law rules and the United Nations Convention on Contracts for the International Sale of Goods (CISG). The place of performance shall be Vienna. To the extent permitted by law, the court in Vienna having subject-matter jurisdiction shall have exclusive jurisdiction over all disputes arising out of or in connection with the contractual relationship.
SECTION 11 – WITHDRAWAL, CANCELLATION AND PARTIAL WITHDRAWAL (B2B)
11.1 Cancellation without a Right of Withdrawal
The complete or partial cancellation of a confirmed order by the Buyer, where the Buyer has no statutory or contractually agreed right of withdrawal, shall require LDDE’s express written consent. Any statutory or contractually agreed rights of withdrawal available to the Buyer, particularly in the event of a contractual breach attributable to LDDE, shall remain unaffected.
11.2 Calculation of Actual Expenditure
If LDDE agrees to a cancellation, LDDE shall be entitled to charge for the contractual services performed up to that time, any demonstrably incurred and unavoidable costs, and the loss of profit. Any expenses saved and any amount earned, or intentionally not earned, through alternative use shall be deducted. Where Section 1168 of the Austrian Civil Code (ABGB) applies to the order, its provisions shall remain authoritative.
11.3 Flat-Rate Cancellation Charges
Instead of calculating the actual amount pursuant to Clause 11.2, LDDE may charge the following flat-rate cancellation fees unless otherwise agreed in writing:
– up to and including 30 calendar days before the agreed delivery date: 30% of the net order value;
– from the 29th up to and including the 14th calendar day before the agreed delivery date: 60% of the net order value;
– fewer than 14 calendar days before the agreed delivery date or after the commencement of production: 90% of the net order value.
The applicable flat-rate charge shall settle LDDE’s claims arising from the cancellation; the same costs or loss of profit shall not be charged additionally. The Buyer shall remain entitled to prove that no loss or a substantially lower loss was incurred.
11.4 Commencement of Production
The commencement of production shall be deemed to occur only upon order-specific and externally documented preparatory activities, including, in particular, the ordering of materials that cannot reasonably be used elsewhere, the commissioning of suppliers, the binding reservation of production or assembly capacity, and the commencement of order-specific planning, configuration or programming.
11.5 Custom-Made Products and System Deliveries
In the case of custom-made products and system deliveries expressly identified in the offer as technically or functionally integrated, LDDE may refuse a cancellation after production has commenced. If LDDE nevertheless agrees to a cancellation, LDDE may charge up to 100% of the net order value to the extent that the services already performed, unavoidable costs and loss of profit, after deduction of saved expenses, reach that amount. The Buyer shall remain entitled to prove that no loss or a substantially lower loss was incurred.
11.6 Reduction of Individual Items and RecalculationThe unilateral reduction or cancellation of individual items forming part of a confirmed overall or system order is excluded and shall be permitted only with LDDE’s express written consent. Whether an overall or system order exists shall be determined by the contents of the offer and the order confirmation.
If LDDE exceptionally agrees to a reduction of individual items, LDDE shall be entitled to recalculate the prices of the remaining delivery or service components, taking into account the changed quantities, system configuration and project conditions. Agreed system, volume or project prices may consequently cease to apply.
11.7 Invoicing and Payment
LDDE shall be entitled to invoice immediately any claims arising from an agreed cancellation, partial withdrawal or approved reduction. Section 9 of these General Terms and Conditions shall apply to rights of retention and set-off.
11.8 Separation of Systems and Third-Party ComponentsIf, at the Buyer’s express request, individual components of an order originally offered as a system are delivered separately, or if LDDE products are operated with third-party products or control systems not approved by LDDE, LDDE shall not provide any warranty or assume any liability for functional, thermal, electrical, electromagnetic compatibility (EMC), service-life or standards-compliance problems to the extent that such problems were caused by the separation of the system, the third-party component or the unapproved control system.
The warranty for independent defects in components supplied by LDDE and the liability set out in the second paragraph of Section 7 shall remain unaffected.
LANGUAGE NOTICE
These General Terms and Conditions are available in German and English. In the event of any discrepancies or differences in interpretation between the two versions, the German version shall prevail, unless expressly agreed otherwise in writing.
Version: 2026