General Terms and Conditions of AV-Professional GmbH

(hereinafter referred to as “AV-PRO”) – Version: May 2026
Brunner Strasse 63/23, 1230 Vienna | City Park Vienna
(FN 128506f Vienna Commercial Court)

1. General – Scope of Application

Unless otherwise agreed in writing, the terms of these GTC apply exclusively to all offers, sales and rental transactions as well as to the provision of technical services and the transport of goods. They apply both to entrepreneurs and to consumers within the meaning of the Austrian Consumer Protection Act (KSchG).

Any conflicting general business or other contractual terms of the contractual partner shall have no validity, not even where such terms – even in the event of conflicts with other terms and conditions – declare the conflicting terms and conditions to be invalid. By accepting the order/commission or by carrying out the order, the contractual partner – even where it has its own divergent general business or other contractual terms – expressly submits to and acknowledges the conditions set out below.

Amendments after placement of the order require written form. Verbal, written/electronic or telephone communications and declarations only acquire legal validity once they have subsequently been confirmed by us in writing.

Technical information, insofar as it goes beyond the manufacturer’s specifications, requires our written confirmation. This is based on the representations and information provided to us by the contractual partner, the accuracy and completeness of which we assume.

The contractual partner expressly confirms that it is entitled to place the order for the delivery or service offered or to be rendered/rendered to it by us. In this respect it is liable to us personally and jointly and severally should it subsequently transpire that such entitlement did not exist at the time the order was placed.

Should a special framework agreement be concluded between AV-PRO and the customer in addition to these general terms and conditions, such agreement shall in any event take precedence over these GTC insofar as it conflicts with them.

2. Conclusion of Contract

2.1. Offers made by AV-PRO are to be understood merely as an invitation to the customer to submit a legally binding offer. Illustrations, drawings and brand specifications in offers from AV-PRO are non-binding. It is only the customer who submits a binding offer for the provision of the desired services, by signing the (non-binding) offer made by AV-PRO at the place designated for this purpose and submitting it to AV-PRO (transmission of the signed offer by e-mail or fax being sufficient).

2.2. The legally binding offer submitted by the customer shall only be deemed effectively accepted by AV-PRO once the customer’s offer is confirmed by AV-PRO in writing or AV-PRO actually commences the provision of services, whichever occurs first. Offers of the customer remain valid for 14 days from submission and may be accepted by AV-PRO within this period. AV-PRO is under no obligation to contract. Verbally agreed ancillary agreements to written offers of the customer or to validly concluded contracts shall only become valid if and as soon as their effectiveness is confirmed by AV-PRO in writing.

2.3. Any cost estimates are deemed non-binding unless they expressly state a binding effect for a specific period. § 1170a para 2 ABGB is expressly excluded. Price increases resulting from an increase in the prices of the goods offered in the cost estimates shall increase the respective cost estimate offered to the corresponding extent, without any separate notice being required. This also applies to cost estimates that are binding for a specific period.

3. Offers / Prices

3.1. Unless otherwise agreed in writing in an individual case, the prices stated in the respective offer apply to the delivery of goods, plus statutory value added tax and other duties and charges prescribed by law or ordinance. The prices stated are understood as “EX WORKS” in accordance with INCOTERMS 2020 (cf. point 4.1) and do not include the costs of the transport commissioned by the customer (including any costs for a forwarder, carrier and/or warehouse keeper).

3.2. Unless otherwise agreed in an individual case for the provision of work or other services, our hourly rates current at the time the contract is concluded apply, plus statutory value added tax and other duties and charges prescribed by law or ordinance. The currently applicable hourly rate list can be accessed at the following link: https://www.avpro.at/stundensaetze/

3.3. AV-PRO is entitled to unilaterally adjust the agreed prices, including any prices stated in the cost estimate, if and insofar as, by the time of delivery or other provision of services, there is a change in the circumstances on which the calculation of the prices was based. This applies in particular to the subsequent introduction or change of purchase prices, taxes, customs duties, public charges, freight and other ancillary charges by which the deliveries or services of AV-PRO are directly or indirectly affected.

3.4. If the customer is in a crisis or subject to a need for reorganisation, it must notify AV-PRO of this in writing when submitting its binding offer. For the purposes of these GTC, the customer is in a crisis if it (a) is insolvent (§ 66 IO) or threatened by insolvency (§ 6 para 2 ReO), (b) is over-indebted (§ 67 IO) or (c) the equity ratio (§ 23 URG) of the company is less than 8% and the notional debt repayment period (§ 24 URG) is more than 15 years.

3.5. If a contract is concluded with a customer who, at the time of submitting its offer, meets the requirements of point 3.4 (i.e. crisis or need for reorganisation), it shall be deemed agreed – irrespective of whether the customer duly informed AV-PRO of this when submitting its offer or not – that services of AV-PRO shall be rendered exclusively against advance payment. The customer bears the burden of proving that it did not yet meet the requirements of point 3.4 when submitting its offer.

3.6. With regard to AV-PRO’s right to call payments due immediately in the event of a deterioration of the customer’s economic situation, reference is additionally made to point 6.2 sublit (a).

3.7. If payment by instalments is agreed, the entire outstanding invoice amount shall become due in the event of non-payment of, or default with, even a single instalment. By agreement of both contracting parties, incoming payments shall first be credited to costs, then to interest and then to principal. AV-PRO is, however, free to elect to credit payments to the respective oldest item of debt. Divergent payment appropriations by the customer are inadmissible and will not be taken into account.

3.8. If and as long as the customer is in default of payment (even merely objective default), AV-PRO is entitled to withhold contractual services not yet rendered and to refuse their provision until the outstanding, due claims (including default interest and flat-rate reminder charges) have been settled in full by the customer.

3.9. The customer is only entitled to rights of set-off or retention if its claim has been established by final court decision or is undisputed. The right of retention furthermore applies only if it arises from the same contractual relationship.

3.10. For order or invoice values below EUR 50.00 we charge a flat-rate handling fee of EUR 10.00 (net). This fee compensates for the increased processing, administration and invoicing effort involved in small orders. The surcharge is shown as a separate item on the invoice and is subject to the value added tax applicable to the main service.

4. Delivery and Default

4.1. Unless otherwise agreed in writing in an individual case, the delivery of goods is effected in each case EX WORKS in accordance with INCOTERMS 2020.

4.2. In the absence of a divergent written agreement, a delivery time of at least 3 months is deemed agreed. In the absence of an express written assurance of bindingness, all delivery dates and delivery periods are subject to change and may be reasonably adjusted (i.e. extended, shortened or postponed) by AV-PRO as required (including repeatedly). If a delivery date or delivery period within the meaning of this point 4.2 is expressly agreed in writing as binding, such period commences on the day AV-PRO accepts the order (= the customer’s offer) in accordance with point 2.2.

4.3. Partial deliveries and partial performances are permitted. If a contract is performed in parts and a binding performance date is agreed only for the entire delivery/performance, the last partial delivery or performance must in each case be effected at the latest on the relevant date.

4.4. Delivery default of up to 4 weeks entitles the customer neither to withdraw from the contract nor to assert claims for damages on the grounds of default in performance. This applies even where expressly fixed delivery periods or “firm delivery date” have been agreed.

4.5. AV-PRO is not liable to the customer for delays or omissions in the performance of an obligation under the respective contract if and as long as the delay or omission is attributable to an event of force majeure, i.e. an event beyond the reasonable control of AV-PRO (including failures of the internet or of a public telecommunications network, hacker attacks, denial-of-service attacks, viruses or other malicious platform attacks or infections, power failures, blackouts, changes in legislation, catastrophes, epidemics, pandemics, explosions, fires, floods, hail damage, riots, terrorist attacks and wars, strikes, default or delayed delivery by suppliers, official closures and the like). In such cases the procurement risk lies with the customer for the duration and extent thereof, so that AV-PRO is not obliged to make cover purchases, and agreed delivery or performance periods and dates are extended or postponed accordingly. If one or more events of force majeure which impair the performance of AV-PRO’s obligations under the respective contract last for more than 120 days in total, the customer is entitled to withdraw from the affected contract or to terminate it with immediate effect by way of a corresponding written notice to AV-PRO; further claims of the customer are excluded.

4.6. The customer is obliged to accept goods or works delivered in conformity with the contract. If the customer refuses to take delivery of the goods or works delivered in conformity with the contract, AV-PRO is entitled to store and reasonably insure the goods/works in the name, at the risk and at the cost of the customer. If the customer fails to duly take delivery of the goods/works within a further period of at most 30 days despite a renewed express request to take delivery:

(a) AV-PRO is no longer subject to any safekeeping obligations regarding the goods/works,

(b) AV-PRO is entitled, upon corresponding notification to the customer, to deposit the goods/works for collection by the customer at any location that is not manifestly unsuitable (it being expressly stated that a location at which the goods/works are not protected against access by unauthorised third parties and/or natural influences such as rain, snow, hail, etc. is not to be regarded as manifestly unsuitable within the meaning of these GTC),

(c) the customer bears (while its obligation to pay the agreed purchase price remains in force) the sole risk of damage, loss and depreciation in value of the goods/works deposited for collection. AV-PRO is entitled, but not obliged, to insure goods/works deposited at a location that is not manifestly unsuitable, and AV-PRO suffers no disadvantage if goods/works that have not been taken delivery of are not insured. In addition, the customer must compensate AV-PRO for all damages and disadvantages arising from the failure to duly take delivery of the goods/works.

(d) AV-PRO has, at its option, the right to withdraw from the respective contract without notice or deadline, to sell the goods/works elsewhere and to hold the customer fully harmless with regard to all damages and disadvantages arising for it from this withdrawal from the contract.

4.8. If the contractual partner postpones an agreed delivery or installation date less than 5 working days before the agreed date, AV-PRO is entitled to charge a flat-rate contractual penalty amounting to 3 daily rates of the personnel scheduled for the order. Upon payment of this flat rate, all claims of AV-PRO arising from the postponement are conclusively settled. Decisive for the calculation are the daily rates stated in the offer or order confirmation; in the absence of a separate statement, the daily rates customary in the market at AV-PRO apply.

4.9. If the contractual partner postpones an agreed delivery or installation date by more than two weeks, AV-PRO is entitled to deliver the goods contained in the respective order even without the associated service (in particular delivery, installation or commissioning) and to invoice these separately. The associated service is rendered on the date newly agreed with the contractual partner, subject to the availability of personnel and materials at AV-PRO; any additional costs due to the postponement are borne by the contractual partner.

5. Notification Obligations of the Customer

The customer is obliged to notify AV-PRO immediately in writing if circumstances exist that may give rise to justified concerns regarding the customer’s creditworthiness or its ability to duly meet its obligations towards AV-PRO as they fall due.

In this sense, the customer must in particular inform AV-PRO of the following (in each case foreseeable or already occurred): (a) deteriorations of its creditworthiness or probability of default according to the assessment of the Kreditschutzverband (KSV) 1870 or comparable creditor protection associations, (b) arithmetical over-indebtedness, (c) (impending) insolvency, (d) payment stoppages, (e) applications (by the customer itself or by third parties) for the initiation of insolvency and/or reorganisation proceedings concerning the customer’s assets, and (f) any rejections of the opening of insolvency proceedings concerning the customer’s assets for lack of assets.

If the customer breaches its information obligations, it is liable to AV-PRO for all disadvantages and damages arising therefrom.

6. Deterioration of the Customer’s Economic Situation, Withdrawal from the Contract by AV-PRO

6.1. For the purposes of these GTC, a deterioration of the customer’s credit standing, level of indebtedness, creditworthiness and/or solvency (deterioration of the customer’s economic situation) is always material where it gives rise to objectively justified doubts as to whether or that the customer will be able to fully service and fulfil its debts and liabilities towards AV-PRO when due. A material deterioration of the customer’s economic situation is presumed (rebuttably; cf. point 6.3) if (i) the customer is in default with due payments for more than 45 days and/or (ii) one of the cases of point 5 sublit (a) to (f) occurs and/or (iii) an insurance company engaged by AV-PRO to insure payment defaults refuses cover for the specific transaction between AV-PRO and the customer.

6.2. In the event of a material deterioration of the customer’s economic situation compared with the situation at (i) submission of the customer’s offer and/or (ii) conclusion of the respective contract, as well as in the presence of justified grounds for suspicion suggesting the occurrence of such a material deterioration, AV-PRO is entitled – insofar as this is not precluded by mandatory statutory provisions – (a) to call the claims outstanding under the respective contractual relationship against the customer due with immediate effect notwithstanding any agreed divergent payment term, and furthermore, in the case of services of a continuing-obligation character, to switch to periodic billing in advance and in each case to suspend or withhold all deliveries and services still outstanding until all due, outstanding claims have been settled in full, and/or (b) to demand reasonable security for the outstanding claims from the customer (e.g. in the form of the granting of a lien, at AV-PRO’s option) and/or (c) to declare immediate withdrawal from the contract with the customer, or its extraordinary termination without notice or deadline, and to demand compensation for all disadvantages and expenses arising for AV-PRO therefrom.

6.3. In the event of a dispute, and in each case upon corresponding request by AV-PRO, the customer must prove that a material deterioration of its credit standing, level of indebtedness, creditworthiness and/or solvency has not occurred and that there are no justified grounds for suspicion suggesting the occurrence of such a material deterioration. If the customer has duly complied with its information obligations under points 3.5 and 5, AV-PRO will only exercise its rights under point 6.2 if it has first granted the customer at least five working days to furnish the proof under this point 6.3 and such proof has failed; if the proof succeeds, this does not preclude a reassessment of the situation by AV-PRO upon a change of circumstances. Working days within the meaning of these provisions are all weekdays from Monday to Friday, with the exception of Austrian public holidays.

6.4. In the event of withdrawal from the contract, the services rendered by each party are to be reversed without delay in each case. In this context, the customer must pay a reasonable usage fee for services rendered by AV-PRO and/or for goods or works already used by it after delivery.

7. Transport

7.1. The unloading of the delivered goods from the vehicle must be arranged without delay upon delivery by the contractual partner. Unloading delays/difficulties are borne by and at the cost of the contractual partner. The unloading of the delivered goods by us is to be agreed separately and is invoiced separately. Unloading means the placement of the goods on a suitable storage area designated by the contractual partner or by a third party commissioned by it (place of delivery).

7.2. Services going beyond this (e.g. manual transport within office buildings/floors) require a separate agreement and payment.

7.3. All transport services are provided on the condition that access by trucks is possible and permitted. The size and type of the truck are chosen by us appropriately in consultation with the contractual partner. Separate arrangements must be made for rail dispatch.

8. Warranty and Liability

8.1. We provide warranty for the products delivered by us only within the scope of the product characteristics specified by the manufacturers (e.g. qualities, conformity with standards, etc.) or for those characteristics that are required of the product upon proper and intended use. Particular quality requirements expressly demanded by the contractual partner must be confirmed by us in writing. In case of doubt, certificates from the competent officially recognised testing bodies are to be relied upon to decide on the quality condition of the delivered products. Claims based on processing defects, improper operation or storage by the contractual partner, etc. are excluded.

We do not warrant that the goods delivered or services rendered are suitable for the activities, actions or measures intended by the customer (even if we may previously have carried out specifications or calculations); rather, the customer is subject to a corresponding duty of care and examination in this regard.

8.2. If the contractual partner is an entrepreneur, it is obliged to duly examine the delivered goods and to assert any defect in writing without delay, but at the latest within 14 days of taking delivery of the goods, and in the case of hidden defects at the latest 14 days after their discovery, failing which the delivered goods or rendered service are deemed free of defects and the contractual partner waives its warranty claims against us to that extent.

If a defect is identified during processing, the contractual partner must cease processing immediately and notify us without delay. All further steps to remedy the defect are to be determined by agreement between the contractual partner and us. In the event of a complaint, the contractual partner is nevertheless obliged first to accept the goods, to unload them properly and to store them.

8.3. Notwithstanding the periods stated above, it is agreed between us and contractual partners who are entrepreneurs that warranty claims become time-barred after 6 months from delivery of the goods or provision of the services. The statutory warranty periods apply to consumers.

8.4. The warranty lapses, however, immediately and definitively – including vis-à-vis consumers (within the meaning of the KSchG) – if, without our written consent, the contractual partner itself or a person authorised or commissioned by it carries out technical modifications, repairs or other work on the goods delivered or installed by us or services rendered by us.

8.5. Warranty claims relating to the function of overall systems can only be asserted against us if all individual parts were delivered and/or installed by us. This applies in particular to the use of antifreeze and anti-corrosion agents or other operating materials required for the operation of the goods delivered or services rendered.

8.6. In the case of partial performances, the warranty period for the respective partial performance begins to run upon handover of these partial performances.

8.7. In the event of defectiveness of the goods or service, we have the right, in addition to improvement and replacement, also to immediately offer price reduction and rescission. Insofar as the defectiveness of the goods or service was not caused by us intentionally or through gross negligence, the contractual partner waives its right to claim damages.

8.8. The contractual partner is liable to us for compliance with the order or commission placed or to be carried out on the basis of these contractual terms, as well as for compliance with all statutory provisions, in particular under the GewO, AuslBG, UWG or UrhG, and further for the compliance with, procurement and maintenance of all (official) authorisations, approvals, conditions, clearances, etc. required for the orders or commissions placed on the basis of these contractual terms.

The contractual partner is also liable for using the goods delivered or services rendered to it only in the manner expressly agreed in each case (in accordance with the order or commission) or in accordance with the relevant statutory provisions and standards.

The contractual partner is furthermore liable to us and to third parties commissioned by us, which also include any customers of ours, for the conduct of any third parties commissioned by it and for the conduct of its employees, bodies, shareholders and group companies as for its own conduct.

9. Special Provisions for Rental Services

9.1. The contractual partner is liable to us for ensuring that it or the persons commissioned by it fulfil, procure, comply with and maintain, for the duration of the contract, all legal or official authorisations, conditions and prerequisites required for the activity carried out.

9.2. The contractual partner undertakes to comply with all statutory, official and specially agreed safety regulations concerning the rental object, as well as with the operating and usage instructions (in particular regarding power supply, voltage and weather protection). Measures or circumstances that increase the risk of damage to the rental object, in particular use under unsuitable weather, energy or environmental conditions, may not be permitted without our prior written consent.

9.3. The contractual partner further undertakes to handle the rental object with care and to keep it in proper condition, as well as to avoid any destruction, damage (including to equipment) or significant soiling of the rental object.

9.4. The contractual partner must inform us without delay of any damage arising at or emanating from the rental object or parts thereof – even if it is itself obliged to remedy it – in particular so that we can assert any existing claims against insurers in good time. If the contractual partner fails to comply with these obligations, we are entitled to have all such work, in particular cleaning work, carried out at the contractual partner’s expense and to invoice this separately for payment within 14 days of invoicing. The damage report must contain all information required for processing the claim (course of events, time, place, persons involved, damage pattern).

9.5. In the event of damage caused by fire, burglary (including in motor vehicles), simple theft, robbery or vandalism, the contractual partner must additionally report the matter to the competent security authority (police) without delay and submit the confirmation of the report to us unsolicited.

9.6. In the event of impending or occurred damage, the contractual partner must take care of the preservation, rescue and recovery of the rental object, establish agreement with us and follow any instructions from us or our insurer. The site of the damage and the condition of the damage may not be altered without our consent – except for measures to mitigate damage that cannot be postponed or measures required in the public interest.

9.7. The contractual partner shall enable and support any investigation into the cause and extent of the damage by us, by experts commissioned by us and by our insurer. Upon request, all documents and information useful for ascertaining the damage are to be made available.

Additional Provisions for Services of the Department “Event Solutions”

9.8. The use of the rental object is permitted exclusively within Austria. Use outside Austria requires our express prior written consent.

9.9. Insurance cover for the rental object is provided through the electronics insurance existing at AV-PRO. For this, an electronic equipment insurance flat fee amounting to 5% of the undiscounted equipment rental costs plus statutory value added tax is charged per rental transaction and invoice. In the event of damage, the contractual partner bears a general deductible of EUR 600.00 net per device and damage event. In addition, in the event of damage, a processing fee for the insurance handling amounting to EUR 150.00 net is charged. This insurance does not release the contractual partner from its obligations and liabilities under these GTC.

Additional Provisions for Services of the Department “Digital Cinema Rental”

9.10. The use of the rental object is permitted Europe-wide. Use outside Europe requires our express prior written consent.

9.11. Insurance cover for the rental object is provided through the electronics insurance existing at AV-PRO. For this, an electronic equipment insurance flat fee amounting to 5% of the undiscounted equipment rental costs plus statutory value added tax is charged per rental transaction and invoice. In the event of damage, the contractual partner bears a general deductible of EUR 650.00 net per device and damage event (incl. transport costs to the domestic service partner). In addition, in the event of damage, a processing fee for the insurance handling amounting to EUR 150.00 net is charged.

The electronics insurance covers damage to the device caused by fire, storm, tap water, dropping, transport accident and by theft, burglary, robbery or looting. Simple theft, negligent conduct, use of the devices in crisis and war zones, or the loss (non-return) of a device are not insured, with the consequence that the costs of replacement are to be charged to the contractual partner. Insurance cover likewise lapses if the renter passes the device on to third parties.

This insurance does not release the contractual partner from its obligations and liabilities under these GTC.

9.12. AV-PRO reserves the right, at its reasonable discretion, to exchange rental devices for devices of the same class and with comparable performance characteristics, or to demand their return, before the start of the rental or during the ongoing rental period. The contractual partner has no claim to a specific individual device.

9.13. The agreed rental period is deemed a mandatory minimum rental period. An early return or non-collection or late collection of the rental object by the contractual partner does not lead to a reduction of the agreed rental price. The agreed rental price is to be paid in full even in that case.

9.14. An extension of the agreed rental period requires the express prior consent of AV-PRO and must be requested from us in writing at least 24 hours before the expiry of the rental period. The rental costs incurred for the extension are based on the list prices stated in the order confirmation or in the accepted offer, unless another agreement is made. In the event of an extension of the agreed rental period within 24 hours before the expiry of the rental period, in addition to the stated list price, any additional expenses incurred by us (e.g. through our own rentals of devices or additional hours of personnel) must also be reimbursed.

9.15. For the conclusion of a rental contract, the acceptance by the contractual partner of an offer made by AV-PRO is sufficient. The dispatch of a separate order confirmation by AV-PRO is not required.

10. Performance and Passing of Risk

10.1. Use and risk pass to the contractual partner at the latest upon taking delivery of the goods or acceptance of the services rendered or commissioning of the goods or services by the contractual partner or by a person commissioned by it. For the passing of risk through commissioning, it is irrelevant whether this is effected by us or by the contractual partner or by a third party commissioned by the latter.

10.2. In the case of delivery as ordered to an unattended construction site or installation location of the customer, we assume no warranty for the integrity and completeness of the delivery.

10.3. Handover is equivalent to the situation where the contractual partner is in default of acceptance or refuses acceptance. From that point in time, handover is therefore deemed to have been completed.

11. Exchange and Return

As a matter of principle, we are not obliged to exchange or take back goods. If we agree to do so, the following conditions apply:

Return or exchange is only possible within 14 days of the date of purchase.
It must be stock goods demonstrably purchased from us in complete packaging units. Excluded are therefore made-to-order goods, cuttings, price-reduced remaining stock and goods that are no longer in stock in their visual condition.
The goods must be in their original packaging, undamaged and in a resaleable condition.
We reserve the right to assert handling charges.

12. Payment

12.1. All payments are agreed as 100% advance payment, unless expressly agreed otherwise in offers or order confirmations, whereby in case of doubt the respective order confirmation always prevails.

12.2. Incoming payments may, notwithstanding any stated purpose of use, first be applied to cover any ancillary costs (including those from any previously concluded contracts). Remaining balances may be credited to the oldest claims for deliveries or services (including those from any previously concluded contracts). Cash discount deductions are only recognised if they are made in the agreed amount and within the agreed periods and no other amounts are due.

12.3. In the event of exceeding the payment term/default in payment, the statutory default interest is charged. As fault-independent reminder charges, an amount of EUR 40.00 per reminder is agreed. The assertion of damage going beyond this or of further collection costs remains unaffected thereby.

12.4. The contractual partner further undertakes to bear all costs and expenses associated with the collection of the claim, such as in particular debt collection charges or other costs necessary for appropriate legal prosecution. In the event of the initiation of court proceedings on account of default in payment, composition or bankruptcy, etc., acceleration of the term (loss of the benefit of instalment terms) occurs for all individual claims.

12.5. In addition, in the event of non-compliance with our payment terms, we are released from all further performance and delivery obligations and are entitled to withhold deliveries and services still outstanding, to demand advance payments or securities and/or to withdraw from the contract immediately, without compensation and without setting a grace period.

13. Retention of Title

13.1. The delivered goods, even if already used or installed by the contractual partner, remain our property until payment of all our claims arising from the delivery (invoice amount plus any interest and ancillary costs).

13.2. Deliveries and services carried out for the fulfilment of a particular order, even if ordered, delivered and invoiced in sections, are deemed a single order, so that our retention of title to all goods only lapses once all our claims arising from this single delivery have been settled. During the existence of the retention of title, the delivered goods are to be handled with care and, where necessary, insured.

13.3. In the event of default in payment, we are entitled to collect the goods subject to retention of title without thereby withdrawing from the contract.

13.4. In the case of any taking back of goods, we are entitled to charge reasonable transport and handling costs.

13.5. The contractual partner undertakes, upon our first request, to assign to us within 14 days, by way of payment, its claims against third parties insofar as these arise from the resale or processing of our goods, until the satisfaction of all our claims against it. In the event of combination or commingling of the goods subject to retention of title with other items, we are entitled to co-ownership of the new item, in proportion to the value of the goods subject to retention of title relative to the value of the other items at the time of combination or commingling. If the item thus created is resold, the contractual partner assigns to us the proportionate purchase price from the resale in accordance with the preceding provisions. If goods subject to retention of title are, within the scope of a works contract, processed in such a way that a third party acquires ownership, the contractual partner assigns to us, in accordance with the preceding provisions, its claim to the proportionate remuneration for the work.

13.6. We are in any case entitled to demand information about the assigned claims, to disclose the assignment to the third party and to carry out the collection ourselves.

14. Exclusion of Liability

14.1. Liability for property damage resulting from a product defect is excluded, in accordance with § 9 PHG, for all entrepreneurs involved in the manufacture, import and distribution. The contractual partner undertakes to pass on the exclusion of liability within the meaning of point 14 in its entirety to any of its purchasers and to include us in this disclaimer vis-à-vis the third party.

14.2. AV-PRO is not liable for telephone information or verbal statements or declarations of its employees, unless these were subsequently confirmed in writing.

14.3. Liability for slight negligence, the compensation of consequential damage and pure economic loss, lost savings, loss of interest and of damage arising from claims of third parties against the contractual partner are excluded – all of this insofar as these exclusions of liability do not conflict with mandatory law.

15. Withdrawal from the Contract

Until delivery of the goods or provision of the services, we are entitled to withdraw from the contract at any time if an error occurred in our calculation of the offer or in price information, or if a ground within the meaning of point 4.5 exists. In this case the contractual partner has no claims against us.

We are entitled to dissolve the order or commission placed on the basis of these contractual terms for good cause with immediate effect, by registered letter and without compensation. Good cause is deemed to exist in particular if the contractual partner

(a) commits a serious breach of its obligations under these contractual terms or under the order or commission based thereon and this breach cannot be remedied, or the breach is continued 14 days after receipt of a written request to cease and remedy it;

(b) becomes insolvent, insolvency proceedings are opened over it, or insolvency proceedings are rejected for lack of cost coverage, or it resolves upon liquidation, cessation or dissolution.

The contractual partner has the right to withdraw from the contract or to reduce the scope of delivery/performance, whereby in the event of withdrawal from the contract or reduction of the contract by the contractual partner, the following cancellation fees are agreed as liquidated damages:

Where deliveries of goods predominate (> 50% of the order value):

(a) Should the contractual partner withdraw before we have placed the order with our supplier, no separate cancellation fees are incurred; instead, in this case we charge only processing costs of EUR 150 of the order value, and the contractual partner undertakes to pay these within 14 days of a written request.

(b) Should the contractual partner withdraw after we have placed the order with our supplier and cancellation by us is still possible there, in this case we charge the cancellation fees invoiced to us in this respect by the supplier plus our processing costs of EUR 150 of the order value, and the contractual partner undertakes to pay these within 14 days of a written request.

(c) If the contractual partner withdraws after we have already commissioned the order with our supplier and cancellation there is not, or no longer, possible, the following cancellation fees are incurred:

in the event of withdrawal more than 14 days before the agreed delivery: 25% of the order value
in the event of withdrawal 14 to 8 days before the agreed delivery: 50% of the order value
in the event of withdrawal less than 8 days before the agreed delivery: 100% of the order value

In addition, we charge a one-off processing fee of EUR 150. The contractual partner undertakes to pay the total amount within 14 days of a written request.

Where services predominate, in particular rental services (> 50% of the order value):

If the contractual partner withdraws before the agreed performance of the order, the following cancellation fees are incurred:

in the event of withdrawal 45 to 30 days before performance of the order: 20% of the order value
in the event of withdrawal 30 to 8 days before performance of the order: 50% of the order value
in the event of withdrawal less than 8 days before performance of the order: 100% of the order value

In addition, we charge a one-off processing fee of EUR 150. The contractual partner undertakes to pay the total amount within 14 days of a written request.

In the case of a reduction of the scope of delivery/performance:

In the event of a reduction of the order or of the scope of delivery/performance, the cancellation fees stated above apply, with the proviso that the basis of calculation is the reduced order value, which is thus charged in addition to the order value of the order to be carried out.

16. Invalidity

Should one or more provisions of these terms of sale and delivery be invalid, this does not affect the validity of the remaining provisions. Invalid provisions are to be replaced by such regulations as come closest to the sense and purpose of the invalid regulation.

17. Other Contractual Provisions

17.1. The contractual partner expressly consents to the recording, processing, storage, use, transmission and disclosure of its data by us, or by third parties commissioned by us within the framework of statutory provisions, for the execution and monitoring of the orders or commissions placed on the basis of these contractual terms.

17.2. The contractual partner is prohibited, without our written approval, from naming us as its reference supplier vis-à-vis third parties. Furthermore, it is prohibited, without our written approval, from using our brands, company logos or other corporate identifiers or transferring them to third parties.

17.3. Should we have provided the contractual partner, when submitting an offer or carrying out an order, with workpieces/samples or designs, plans, sketches, drawings or other form creations, the contractual partner acknowledges, for itself and its legal successors, employees and commissioned third parties, our existing ownership and intellectual property rights therein, and will use these only within the scope of the respective order or commission and will not, without our express written consent – including after termination – itself use, offer, reproduce, modify, exploit, distribute, copy or otherwise use or utilise them, or permit or enable third parties to do so.

17.4. A transfer of the obligations entered into by the contractual partner to third parties requires our prior written consent. We are, however, entitled to make use of third parties to carry out the duties agreed in the order or commission, for whose conduct we are, however, liable as for our own conduct.

18. Data Protection

All customer data are stored and processed by us exclusively in compliance with the relevant data protection laws. In particular, personal data are collected and stored exclusively for the purpose of processing an order for goods, or, in the case of your express consent, are also used by us for corresponding marketing measures, such as for sending newsletters. We do not pass personal data on to third parties. Excluded from this are our service partners who, for order processing, require the transmission of data. In these cases, however, the scope of the transmitted data is limited only to the necessary minimum.

Our privacy policy can be found here.

19. Amendments to the General Terms and Conditions

Amendments to the General Terms and Conditions are brought to the contractual partner’s attention in advance by e-mail. Amendments are deemed approved if the contractual partner does not object to them in writing within 6 weeks of receipt of the e-mail. In the e-mail, the contractual partner is then once again expressly informed of this legal consequence (effect of approval).

20. Applicable Law / Place of Jurisdiction

The place of performance for delivery and payment is the registered office of AV-Professional GmbH.

Austrian law applies, to the exclusion of the UN Convention on Contracts for the International Sale of Goods, the IPRG, the EVÜ and the conflict-of-law rules. For consumers, only those provisions of the GTC apply that do not conflict with the KSchG.

The Austrian court having local and subject-matter jurisdiction for the registered office of AV-Professional GmbH is agreed as the place of jurisdiction for all disputes arising directly or indirectly from the contract.

21. Information Pursuant to § 14 UGB and § 5 ECG

AV-Professional GmbH
Registered office: 1230 Vienna, Brunner Strasse 63/23
Commercial Register number: FN 128506 f, Vienna Commercial Court
VAT no.: ATU 15062704
GLN: 9110015732054
Tel.: +43 1 252 10 – 0
E-mail: office@avpro.at

Trade licences:

Trading business pursuant to § 103 para 1 lit b no 25 GewO 1973 – GISA number 24169097, granted by the Municipal District Office for the 3rd District
Rental of audiovisual and film-technology devices and installations, excluding any activity tied to a certificate of competence – GISA number 24341912, granted by the Municipal District Office for the 3rd District
Communications electronics (skilled trade) – GISA number 24503143, granted by the Municipal District Office for the 12th District

Applicable legal provisions: Trade Regulation Act 1994 (GewO 1994), available at www.ris.bka.gv.at

Chamber membership: Vienna Economic Chamber (Wirtschaftskammer Wien), Trade Division as well as Crafts and Trades Division

Competent supervisory authority: Municipal District Offices of the City of Vienna (for the respective granting authority, see above)