Terms and Conditions

Only the German version of these Terms and Conditions is legally binding. This English translation is provided for information purposes only and has no legal effect.

The sale of products and services ("Products") by Elbacom Elektronische Bauteile und Componenten HandelsgmbH ("Elbacom") to a customer ("Customer") is subject to these General Terms and Conditions ("Agreement"), regardless of any other terms in an order, document or other communication from the Customer ("Order") or Elbacom's failure to object to such other terms. This Agreement may only be modified in writing signed by authorised representatives of both Elbacom and the Customer. The Customer accepts the terms of this Agreement by placing an order.

Unless otherwise stated on the quotation, Elbacom quotations are prepared at the Customer's request and may be changed at any time without notice. All orders are subject to acceptance by Elbacom. Contracts between the Customer and Elbacom are formed upon Elbacom's written acceptance, EDI confirmation, or execution of the Customer's order and are subject to this Agreement. All orders for products designated by Elbacom as non-standard or custom are non-cancellable and non-returnable. The Customer may not change, cancel or reschedule standard product orders without Elbacom's consent. Elbacom reserves the right to allocate product sales among its customers.

Unless otherwise stated on Elbacom's quotation, estimate or invoice, prices apply to products only and exclude taxes, freight, duties or other charges for additional services (collectively "Additional Charges"). Unless otherwise stated on Elbacom's quotation, estimate or invoice, the Customer is responsible for all Additional Charges.

Payment is due as stated on Elbacom's invoice, without set-off or deduction of withholding taxes or other amounts. Elbacom may charge interest on overdue invoices from the due date until payment at 18% per annum or the maximum permitted by applicable law, plus reasonable legal and collection costs, with a minimum charge of EUR 40.00. Elbacom may change credit terms for the Customer at any time. Elbacom may apply payments to any Customer account. If the Customer defaults on a payment, Elbacom may reschedule or cancel outstanding deliveries or orders and make all outstanding invoices immediately due.

Unless otherwise agreed in writing by Elbacom, all Elbacom deliveries from within the European Union to the Customer's delivery location are Ex Works Elbacom warehouse (EXW), or for direct shipments EXW the manufacturer's warehouse (INCOTERMS 2010). Delivery dates given by Elbacom are estimates only and subject to timely receipt of deliveries. Elbacom is not liable for delivery delays, partial deliveries or early deliveries, and the Customer must accept delivery. The Customer may not cancel other orders due to a delayed delivery of part of an order.

For sales under retention of title, title passes to the Customer upon full payment for the product. In the event of resale, the Customer assigns all rights to the corresponding receivables to Elbacom until full payment is made. Once the product is processed or combined with other items (the "Processed Product"), Elbacom's retention of title extends to an ownership share of the Processed Product proportional to the value of the product relative to the value of the Processed Product.

Software is the machine-readable (object code) version of computer programs ("Software"). The Customer's use of the Software and accompanying documentation is subject to the applicable licence agreements of the software manufacturers. Software embedded in or bundled with hardware may only be used with the device for which it is intended and may not be transferred separately.

The Customer acknowledges that Elbacom is not the manufacturer of the products. To the extent permitted by law and contract, Elbacom passes on to the Customer all transferable product warranties, indemnities and remedies provided to Elbacom by the manufacturer, including those for intellectual property infringement. To the extent required by Austrian law, Elbacom warrants that products conform at the time of delivery to the manufacturer's published datasheet specifications. All warranty claims expire 12 months from delivery of the non-conforming products. If Elbacom or a business partner authorised by Elbacom performs value-added work such as integration, tape-and-reel or programming, Elbacom warrants that such work conforms to the Customer's written specifications accepted by Elbacom for 90 days after delivery.

TO THE EXTENT PERMITTED BY AUSTRIAN LAW, ELBACOM MAKES NO OTHER EXPRESS OR IMPLIED WARRANTY, SUCH AS WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. The Customer's sole remedies for breach of Elbacom's warranty are, at Elbacom's option: (i) repair of the products; (ii) replacement of the products; or (iii) refund of the purchase price. Elbacom makes no representations or warranties regarding Software and accepts no liability in connection therewith. Unless expressly stated in the applicable Software licence agreement, SOFTWARE is provided "as is" without additional warranty.

The Customer may return products to Elbacom only with an RMA number issued by Elbacom. (A) Returns for visible defects: The Customer must notify Elbacom in writing of any damage to the outer packaging or products, shortages or other discrepancies ("visible defects") within three business days of receipt of the shipment, but no later than six business days after Elbacom dispatches the goods; otherwise the Customer is deemed to have accepted the products. (B) Returns under product warranty: The Customer must notify Elbacom in writing within the warranty period, specifying the particular product defect. Elbacom will only issue an RMA if the defect was caused solely by Elbacom or the original manufacturer and the Customer has met the notification requirement. Elbacom does not grant RMAs for damage, shortages or other discrepancies caused by the Customer, the carrier, the freight company or any other third party. After receiving the RMA, the Customer must return the products to Elbacom in accordance with Elbacom's instructions in the RMA. Elbacom may evaluate all products returned by the Customer via RMA. If Elbacom determines that these products are not eligible for return, Elbacom will return them to the Customer freight collect or hold them for collection by the Customer at the Customer's expense.

Elbacom's liability to the Customer is limited to the Customer's direct damage up to an amount not exceeding the price of the relevant product. Even in the event of negligent breach of material contractual obligations, Elbacom's liability is limited to the damage that is typical for this type of contract and foreseeable. Elbacom is not liable for indirect, special, incidental or consequential damages (e.g. lost profits or revenue, data loss, loss of use, rework, repair, manufacturing costs, product recall costs, reputational damage or loss of customers) and the Customer has no claim to such damages. The foregoing does not apply to the extent Elbacom is liable under Austrian law by virtue of mandatory statutory provisions.

Elbacom is not liable for failure to perform its obligations under this Agreement due to causes beyond its control (e.g. acts of nature, acts or omissions of the Customer, operational disruptions, man-made or natural disasters, epidemics, medical crises, material or product shortages, strikes, criminal acts, delivery or transport delays, or inability to obtain labour, materials or products through regular sources).

The Customer must comply with the manufacturer's technical product requirements, specifications and licence terms for use of the product. For example, the Microsoft Product Terms, currently available at https://devicepartner.microsoft.com (as of 01.01.2018). The Customer is obligated to obtain the relevant information from the manufacturer. The Customer shall indemnify, defend and hold Elbacom harmless from all claims arising from (i) Elbacom's compliance with the Customer's designs, specifications or instructions; (ii) modification of a product by any party other than Elbacom or an Elbacom-authorised partner or company; or (iii) use of products in combination with other products or in violation of this clause.

Certain products and related technology sold by Elbacom are subject to the export control regulations of the manufacturer, the United States, the European Union and/or other countries, excluding boycott laws ("Export Laws"). The Customer must comply with these Export Laws and obtain all licences or authorisations required for the transfer, export, re-export or import of the products and related technology. The Customer may not export or re-export products and related technology to any country or entity subject to such export or re-export prohibition, including any country or entity subject to sanctions or embargoes of the United States, the European Union and/or other countries. The Customer may not use products and related technology for chemical, biological or nuclear weapons, missile systems (including ballistic missiles, space launch vehicles and sounding rockets) or unmanned aerial vehicles capable of delivering such weapons, or for the development of weapons of mass destruction.

If any part of the purchase and sale of products, including NCNR confirmation or the Customer's demand forecast, is conducted via EDI, the Customer's internal portal, a third-party portal or any other electronic means ("Electronic Order"), this Agreement continues to apply to the purchase and sale of products between the Customer and Elbacom. The Customer's acceptance of Elbacom's confirmation request or provision of Electronic Order details to Elbacom in writing, by email or other EDI means is binding on the Customer.

To the extent applicable, the Customer is responsible for all obligations and liabilities under: (i) the European Union Directive on Waste Electrical and Electronic Equipment (2012/19/EU); (ii) the Packaging Waste Directive (94/62/EC); and (iii) the Battery Directive (2006/66/EC), each as amended, and all related applicable national implementing measures.

A. This Agreement is governed exclusively by and shall be construed and enforced in accordance with the laws of Austria.

B. The Customer may not assign this Agreement without the prior written consent of Elbacom. This Agreement also applies to successors and parties to whom it is assigned.

C. The unenforceability or invalidity of any of these terms shall not affect the remaining terms.

D. Products, including software or other intellectual property, are subject to all applicable third-party rights, such as patents, copyrights and user licences, and the Customer must observe these rights.

E. The parties agree that electronic signatures may be used and are legally valid, effective and enforceable.

F. Product information (e.g. statements or advice (technical or otherwise), promotional content and information regarding specifications, features, export/import control classifications, intended uses or compliance with legal or other requirements) is provided by Elbacom on an "AS IS" basis or published on the manufacturer's website and does not form part of the properties of the product. Elbacom makes no warranty as to the accuracy or completeness of product information and disclaims all representations, warranties and liability of any kind with respect to product information. Elbacom recommends that the Customer review product information before using or relying on it. All product information is subject to change without notice. Elbacom is not responsible for typographical or other errors or omissions in product information.