Terms and Conditions

General Sales Conditions

for the OMICRON European Webshop (B2B)

of
OMICRON electronics GmbH
6833 Klaus, Austria
(hereinafter referred to as “OMICRON”)

 

1. General Provisions

1.1 These General Sales Conditions apply to all agreements, offers and deliveries entered into by OMICRON via its European webshop.

1.2 The webshop is directed exclusively at entrepreneurs within the meaning of § 1 UGB (Austria) and § 14 BGB (Germany) acting in the course of their trade or profession (“Customer”). By placing an order, the Customer confirms its business status.

1.3 The Customer shall provide a valid VAT identification number. OMICRON reserves the right to verify such VAT ID (e.g. via VIES) and to refuse or cancel orders if business status cannot be sufficiently verified.

1.4 Deviating or conflicting terms of the Customer shall not apply unless expressly agreed in writing.

1.5 The version of these Conditions valid at the time of order shall apply.


2. Offers & Acceptance

2.1 The presentation of products in the webshop does not constitute a binding offer but an invitation to submit an order.

2.2 By placing an order, the Customer submits a binding offer.

2.3 An automated acknowledgement email does not constitute acceptance.

2.4 The contract is concluded only upon written order confirmation or shipment of the goods.

2.5 Purchase Orders issued by the Customer shall be considered as an offer or as a reference to a prior order but shall not create any contractual obligations deviating from these General Sales Conditions. These General Sales Conditions shall prevail over any terms contained in a Purchase Order. Any additional or conflicting terms contained in a Purchase Order are expressly rejected and shall not become part of the contract, even if OMICRON does not explicitly object to them.


3. Prices & Taxes

3.1 All prices are net prices in EUR, exclusive of VAT and exclusive of customs duties or local taxes in the country of destination unless expressly agreed otherwise.

3.2 VAT shall be charged in accordance with applicable Austrian and EU VAT legislation.

3.3 For intra-Community supplies, VAT exemption (reverse charge) applies only if:

  • A valid VAT ID is provided,

  • The statutory proof requirements are fulfilled.

3.4 The Customer is responsible for VAT reporting in its Member State under the reverse charge mechanism.

3.5 OMICRON is entitled to rely on the VAT information provided. The Customer shall indemnify OMICRON against VAT, interest, penalties or administrative fines resulting from incorrect or incomplete VAT-related information.

3.6 Shipping costs are displayed separately before order completion.


4. Delivery

4.1 Delivery shall be DAP (Incoterms® 2020) to the delivery address specified by the Customer unless otherwise agreed. Incoterms® 2020 as published by the ICC shall exclusively apply.

4.2 Delivery dates are non-binding unless expressly confirmed as binding in writing.

4.3 Claims for delay require fault on the part of OMICRON in accordance with statutory provisions.

4.4 Partial deliveries are permissible where reasonable.

4.5 If shipment is delayed due to circumstances attributable to the Customer, risk passes upon notification of readiness for dispatch. OMICRON may store goods at the Customer’s expense and risk after a reasonable grace period.


5. Reservation of Title

The Customer shall not acquire ownership of any product until full payment of all claims arising from the business relationship has been received.


6. Inspection & Notification of Defects

6.1 The Customer shall inspect the goods immediately upon receipt in accordance with § 377 UGB and equivalent commercial provisions.

6.2 Obvious defects must be notified in writing without undue delay, but no later than 7 calendar days after delivery.

6.3 Hidden defects must be notified without undue delay after discovery.

6.4 Failure to properly inspect or notify defects shall result in loss of warranty claims to the extent permitted by law.


7. Warranty

7.1 The warranty period for B2B sales is 12 months from delivery, unless a longer mandatory period applies.

7.2 In case of defects, OMICRON shall, at its discretion, provide repair or replacement.

7.3 If supplementary performance fails within a reasonable time, the Customer may reduce the purchase price or rescind the contract in accordance with statutory provisions.

7.4 Warranty excludes:

  • Normal wear and tear

  • Improper installation or commissioning

  • Unauthorized modifications

  • Failure to follow operating instructions

  • Use outside specified technical parameters

  • External influences beyond OMICRON’s control

7.5 Products are intended for professional use only. The Customer is responsible for compliance with applicable local electrical and safety regulations at the installation site.


8. Liability

8.1 OMICRON shall be liable without limitation for:

  • Intent and gross negligence

  • Personal injury

  • Liability under mandatory product liability legislation

8.2 In cases of slight negligence, OMICRON shall be liable only for breach of essential contractual obligations (cardinal duties) and limited to damages typically foreseeable at the time of contract conclusion.

8.3 Except in cases covered by Section 8.1, OMICRON’s aggregate liability per claim and per order shall not exceed 100% of the net order value of the affected delivery.

8.4 Liability for indirect or consequential damages, including loss of profit, is excluded to the extent permitted by law.


9. Repair

9.1 Devices sent for repair shall be dispatched by the Customer at its own expense and risk together with a repair order.

9.2 Repair services shall be performed at OMICRON facilities or authorized service centers.

9.3 Return shipment after repair shall be DAP (Incoterms® 2020). OMICRON shall bear return transport costs but shall not assume liability for transport damage beyond mandatory statutory provisions.

 

10. Intellectual Property & Software Licenses

10.1 All intellectual property rights remain exclusively with OMICRON.

10.2 Software licenses are granted as non-exclusive and non-transferable rights of use.

10.3 The Customer may not modify, reverse engineer, decompile, duplicate (except for backup), or transfer software without prior written consent unless mandatory law permits otherwise.

 

11. Order Cancellation / Returns

11.1 Returns require prior written authorization (RMA).

11.2 OMICRON may refuse unauthorized returns.

11.3 Returns are accepted only if products are unused, in original packaging, and complete.

11.4 Refunds are issued after receipt and inspection of returned goods. Shipping costs are borne by the Customer unless otherwise agreed.

 

12. Export Control & Sanctions

12.1 The Customer shall comply with all applicable EU, UN, US and national export control and sanctions regulations.

12.2 The Customer shall not sell, export or re-export goods in violation of EU sanctions regulations, including but not limited to Regulation (EU) No 833/2014.

12.3 The Customer shall not use goods for prohibited military or WMD-related purposes.

12.4 Upon request, the Customer shall provide End-Use Certificates or other compliance documentation.

12.5 Breach of this section constitutes a material breach entitling OMICRON to terminate the contract and claim damages.

 

13. Confidentiality & Data Protection

13.1 Each party shall treat confidential information as confidential.

13.2 OMICRON processes personal data in accordance with GDPR. Details are set out in the Privacy Policy.

13.3 Marketing use of personal data requires a separate legal basis in accordance with data protection law.

 

14. Force Majeure & Self-Supply

14.1 OMICRON shall not be liable for delays or non-performance due to force majeure, including supplier failure despite congruent covering transactions, transport disruptions, export restrictions, energy shortages, cyber incidents, or governmental measures.

14.2 If force majeure persists for more than 90 days, either party may terminate the affected contract.

 

15. Governing Law & Jurisdiction

15.1 Austrian substantive law applies, excluding conflict-of-law rules and excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

15.2 For Customers who are merchants, exclusive jurisdiction shall lie with the competent court at OMICRON’s registered seat in Austria. OMICRON may alternatively sue at the Customer’s general place of jurisdiction.

 

16. Final Provisions

16.1 No supplementary agreements exist.

16.2 Amendments require written form.

16.3 If any provision is invalid, the remaining provisions remain unaffected.

16.4 OMICRON may assign the contract to an affiliate within the OMICRON Group.