for business-to-business transactions (B2B)
LDDE Vertriebsgesellschaft m.b.H. Simmeringer Hauptstrasse 357 A-1110 Vienna hereinafter “LDDE”
Note: These General Terms and Conditions apply exclusively to entrepreneurs within the meaning of § 1 of the Austrian Commercial Code (UGB) and not to consumers.
§ 1 Scope of application
LDDE’s deliveries, services and offers are made exclusively on the basis of these General Terms and Conditions in the version valid at the time the contract is concluded. These also apply to all future business relationships, even if they are not expressly agreed again. Deviating terms and conditions of the buyer are not recognised, even if LDDE does not expressly object to them. Deviations require express written confirmation by LDDE, for which e-mail is sufficient.
These Terms and Conditions apply exclusively to entrepreneurs within the meaning of § 1 UGB.
§ 2 Conclusion of contract
All offers contained in brochures, price lists, advertisements or other documents are subject to change and non-binding. LDDE is bound by specifically prepared offers for 14 calendar days, unless expressly stated otherwise in the offer.
A contract is concluded when the buyer submits a written order and LDDE confirms it in writing, or when LDDE carries out a delivery or service. In the case of immediate delivery, the invoice may replace the order confirmation. Ancillary agreements, oral commitments or deviations require written confirmation by LDDE in order to be effective, for which e-mail is sufficient.
Offers that expressly designate several components as a technically or commercially interrelated system are deemed to be an overall offer only. In this case, individual prices serve merely for commercial presentation and do not give rise to any entitlement to separate delivery on these terms.
§ 3 Prices
Unless expressly stated otherwise, all prices are net, plus statutory value added tax. Costs for packaging, transport, freight, insurance, customs duties and other incidental costs are borne by the buyer, unless expressly agreed otherwise.
§ 4 Delivery times and partial deliveries
Delivery dates and deadlines are binding only if they have been expressly agreed in writing. Delivery delays due to force majeure or other circumstances for which LDDE is not responsible extend the delivery period by the duration of the impediment plus a reasonable start-up period.
LDDE is entitled to make partial deliveries insofar as these are reasonable for the buyer, the intended use of the parts already delivered is possible and the functioning of an order expressly placed as an overall system is not materially impaired as a result. Permissible partial deliveries must be accepted and paid for in accordance with their scope.
§ 5 Shipment and transfer of risk
The risk passes to the buyer as soon as the goods have been handed over to the carrier at the agreed place of dispatch. If no specific place of dispatch has been agreed, the risk passes upon handover to the carrier at LDDE’s registered office. If shipment is delayed at the buyer’s request or for a reason for which the buyer is responsible, the risk passes to the buyer upon notification of readiness for dispatch.
§ 6 Warranty and notice of defects
LDDE provides warranty within the scope of the statutory provisions, unless otherwise agreed below. The warranty period is 24 months from handover.
Apparent defects must be notified in writing without undue delay, but no later than seven calendar days after handover. Hidden defects must be notified in writing without undue delay, but no later than seven calendar days after their discovery. The notification must describe the defect in sufficiently specific terms to enable LDDE to carry out an inspection. If timely notification is not given, the legal consequences of § 377 UGB apply.
Warranty claims are excluded insofar as the defect in question was caused by a modification made by the buyer or a third party, improper use, non-compliance with the operating or installation instructions or operation with non-approved components. The warranty for defects unrelated thereto remains unaffected.
§ 7 Liability
LDDE is liable for property damage and pecuniary losses only in the event of intent or gross negligence. Liability for slight negligence as well as for loss of profit, indirect damage and consequential damage is excluded, insofar as permitted by law.
The above limitations of liability do not apply to personal injury, to claims under the Austrian Product Liability Act (PHG) or in other cases of mandatory statutory liability.
Product descriptions, technical data and application recommendations do not constitute guaranteed characteristics unless such a guarantee has been expressly agreed in writing. Expressly agreed characteristics remain unaffected.
§ 8 Retention of title
The goods delivered remain the property of LDDE until full payment of all claims arising from the respective contractual relationship. Without LDDE’s prior written consent, the buyer may neither pledge the goods subject to retention of title nor transfer ownership of them by way of security, nor encumber them in any other way with third-party rights. LDDE must be notified in writing without undue delay of any third-party access.
§ 9 Payment
Invoices are due for payment immediately upon invoicing without deduction, unless expressly agreed otherwise. In the event of default in payment, the statutory default interest for business-to-business transactions pursuant to § 456 UGB applies. LDDE is entitled to claim the statutory lump sum for collection costs pursuant to § 458 UGB as well as any necessary and reasonable collection costs exceeding this amount.
The buyer is entitled to a right of retention or set-off only if its counterclaims are undisputed or have been established by final and binding judgment.
§ 10 Declarations, choice of law, place of performance and place of jurisdiction
Amendments, supplements and legally relevant declarations must be made in writing; transmission by e-mail is sufficient unless a stricter form is prescribed by law. Individual agreements remain unaffected.
Should individual provisions of these Terms and Conditions be or become invalid in whole or in part, the validity of the remaining provisions remains unaffected.
Austrian law applies, excluding its conflict-of-law rules and the UN Convention on Contracts for the International Sale of Goods (CISG). The place of performance is Vienna. The exclusive place of jurisdiction for all disputes arising from or in connection with the contractual relationship is – insofar as permitted by law – the court having subject-matter jurisdiction for Vienna.
§ 11 Withdrawal, cancellation and partial withdrawal (B2B)
11.1 Cancellation without a right of withdrawal A full or partial cancellation of a confirmed order by the buyer, without the buyer being entitled to a statutory or contractually agreed right of withdrawal, requires the express written consent of LDDE. Statutory or contractually agreed rights of withdrawal of the buyer, in particular in the event of a breach of contract for which LDDE is responsible, remain unaffected.
11.2 Invoicing of actual expenses If LDDE consents to a cancellation, LDDE is entitled to invoice the services rendered in accordance with the contract up to that point, the costs demonstrably incurred and no longer avoidable, as well as the loss of profit. Expenses saved as well as any amount earned through other use or intentionally not earned must be credited. Insofar as § 1168 of the Austrian General Civil Code (ABGB) applies to the order, its provisions remain authoritative.
11.3 Lump-sum cancellation charges Instead of invoicing specifically in accordance with point 11.2, LDDE may – unless otherwise agreed in writing – claim the following lump-sum cancellation charges:
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;
less than 14 calendar days before the agreed delivery date or after the start of production: 90% of the net order value.
The respective lump sum settles all claims arising from the cancellation; the same costs or the same loss of profit are not invoiced additionally. The buyer reserves the right to prove that no damage or substantially less damage has been incurred.
11.4 Start of production Only order-specific preparatory actions that can be documented externally are deemed to constitute the start of production, in particular the ordering of materials that cannot be used otherwise, the commissioning of suppliers, the binding reservation of manufacturing or assembly capacities and the commencement of order-specific project engineering, configuration or programming.
11.5 Custom-made products and system deliveries In the case of customer-specific custom-made products and of system deliveries expressly designated in the offer as technically or functionally interrelated, LDDE may refuse a cancellation after the start of production. If LDDE nevertheless consents to a cancellation, LDDE may claim up to 100% of the net order value, insofar as the services already rendered, the costs no longer avoidable and the loss of profit, after crediting expenses saved, reach this amount. The buyer reserves the right to prove that no damage or substantially less damage has been incurred.
11.6 Reduction of individual items and recalculation A unilateral reduction or cancellation of individual items of a confirmed overall or system order is excluded and is permissible only with the express written consent of LDDE. Whether an overall or system order exists is determined by the content of the offer and the order confirmation.
If a reduction of individual items is exceptionally agreed to, LDDE is 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 thereby lose their validity.
11.7 Invoicing and payment LDDE is entitled to invoice claims arising from an agreed cancellation, a partial withdrawal or an approved reduction without undue delay. § 9 of these Terms and Conditions applies to rights of retention and set-off.
11.8 System separation and third-party components If, at the express request of the buyer, individual components of an order originally offered as a system are delivered, or if LDDE products are operated with non-approved third-party products or controls, LDDE assumes no warranty or liability for functional, thermal, electrical, EMC, lifetime or standards-compliance problems, insofar as these were caused by the system separation, the third-party component or the non-approved control.
The warranty for defects of the components delivered by LDDE that are unrelated thereto, as well as liability pursuant to § 7 paragraph 2, remain unaffected.
Version: 2026