The company ASA Astrosysteme America Inc. (ASA) concludes its contracts exclusively under this conditions (AGB). Unless expressly agreed otherwise, our conditions, which were announced to the contractor, apply. Any conditions that preclude our conditions or deviate from them, are only recognized, if they were expressly approved in writing and accepted by ASA.
Contract-fulfilling actions by us can not be interpreted as acceptance of deviating conditions.
2. Conclusion of a contract
2.1 Written order confirmation
Contracts with ASA are concluded by a separate written confirmation (e-mail is sufficient) including a delivery commitment. Any automatically generated confirmations of the order via e-mail does not constitute acceptance of the offer. All our offers are not binding. If we do not respond to the offer within 14 days, a contract has not been concluded and the consumer therefore is no longer bound by his offer. If the order confirmation of ASA deviates from the contractor´s order, the deviation is authorized, if the contractor does not contradict within 3 working days after receipt of the order confirmation or at the latest on the day of performance of the service.
2.2 Order via webshop (www.astrosysteme.com)
The presentation of goods in our webshop is not a legally binding contract offer on our part, but is only a non-binding invitation to order goods. By ordering the desired goods, the contractor submits a binding offer for him to conclude a purchase contract.
The contractor makes a binding contract offer by successfully passing the proposed ordering procedure in our webshop.
The ordering procedure is the following:
- Click “Store”/”Shop” on the home page
- Choose the good(s)
- Select a product by clicking “add to shopping cart”
- Check the shopping cart
- Press the Button “check out”
- Entering address and payment information
- Repeated check or correction of the respective input data
- Binding sending of the order by clicking the button “order to pay it”
By pressing the “back button” the contractor is able to control his information and correct errors back to the website on which the information provided by the contractor are recognized. By closing the browser the contractor can cancel the ordering process.
We confirm the receipt of your order directly through an automatically generated e-mail (“acknowledgment of receipt”). After the order, we send the order data and our AGB per e-mail. The AGB can always be viewed on our website. The contract is concluded by the sending of an order confirmation by us, but no later than with the delivery of the goods ordered.
3. Cost estimate
3.1 Non-binding cost estimate
The cost estimate is created to the best of knowledge, but the accuracy cannot be guaranteed. Should there be cost increases of more than 15 % we will inform the contractor immediately.
A separate notification is not required, if there are inevitable cost overruns up to 15%. In this case we are entitled to charge these costs. Unless agreed otherwise, we are entitled to charge changes or additions to orders at adequate prices.
Cost estimates are not free. A payment made for an estimate of costs will be credited, if an order is placed due to this estimate and the costs of the cost estimate are under 10% of the contract price.
Unless otherwise agreed, offers or cost estimates from the contractor addressed to us are binding and free of charge.
4. Secrecy of the intellectual property – penalty
Plans, sketches, cost estimates and other documents such as brochures, catalogs, designs and samples, presentations, media and similar remain our intellectual property. Any use, in particular the distribution, copying, publication and making available including only partial copying, requires our explicit consent. All above-mentioned documents can be demanded back by us at any time. If the contract is not concluded they have to be reset immediately without our request. Furthermore, the contractor is bound to secrecy of the knowledge received from the business relationship regarding third parties.
If the contractor violates the obligation of secrecy he has to pay a penalty of EUR … regardless of his culpability. The assertion of further damages and other claims to are reserved by us.
5.1 Gross and net prices
All prices for the goods are, unless explicitly stated otherwise, including the current VAT in the amount of 20%. The respective shipping / transport costs will be charged separately and have to be paid by the contractor. The costs of assembly or installation are also not included in our prices. These services can be provided on request and for extra payment.
For deliveries to destinations outside the EU the price is calculated as net price. However, there may be other charges (in particular import taxes, duties, or similar). All such charges have to be paid by the contractor.
In case the services are provided in parts, we are explicitly entitled to make partial invoices.
5.2 Compensation for work
The prices for each working hour, including travel times, are the following: for skilled workers such as mechanics, etc. EUR 65,00, for engineers, programmers, designers and assembly manager, etc. EUR 95,00. Partial hours – also travel time – will be charged as a full hour. These prices exclude VAT.
We are entitled to charge our compensation for work to the actual effort and the consequential costs. These invoices have to be paid within 14 days of receipt of the invoice.
5.3 Fee modification – price adjustment clause / index clause
Stability of value of the claim and the secondary claim is expressly agreed. The measure to calculate the stability of value is the monthly announced consumer´s price index (VPI 2015 = 100; Statistik Austria) or a substitute. For this contract the calculated index number for the month of the contract is used as a benchmark. Fluctuations in the index number up or down to only 5% are ignored.
This margin is recalculated at each crossing up or down, always the first location outside of the applicable margin Index number has to be the basis for both the revision of the amount of the loan and the calculation of the new margin. The amounts thus resulting are commercially rounded.
6. Terms of payment – due date
The contractor undertakes to complete payment of the purchase price / compensation for work at the time the contract is concluded. With conclusion of contract (= delivery confirmation) the payment of the purchase price (including shipping and transportation costs and the like) will be immediately due and payable. Only in individual cases, a payment on delivery can be agreed; this requires an explicitly written consent of ASA. An approval via e-mail is considered adequate.
7. Late payment interest / default interest
If payments are late, even if the delay is not caused by a fault of the contractor, we are entitled to charge default interest. In the case of an entrepreneurial business we charge the rate of 10 percentage points above the base rate annually. In the case of consumer business, 4 % per year will be charged according to the legal rate of the default interest. Claims for compensation for proven higher interest rates will not be affected.
8. Dunning and collection charges
The contractor undertakes, regardless of fault on late payments, to refund the expenses for reminders and collection charges in the event of default, if they are necessary for the appropriate prosecution and adequate in relation to the claim. The contractor also undertakes in particular, in the case of assistance of a collection agency, to refund this costs, in case they don’t exceed the maximum rates of collection agencies, according to the Regulation of BMWA.
If we operate the dunning without the assistance of an agency, the contractor undertakes to pay EUR 12,00 per reminder and EUR 5,00 for keeping track of the obligation in reminders every six months. Moreover, the contractor has to refund any additional loss, especially the loss caused by the fact, that as a result of non-payment correspondingly there arises higher interest on any credit accounts; regardless of fault on late payments.
9. Place of performance – delivery date – risk
9.1 Place of performance
Fulfillment for both our performance and the performance of the contractor is the registered seat of the company ASA Astrosysteme America Inc.:
444 Brickell Avenue, Suite 51270
Miami, FL 33131
9.2 Delivery date
In general, the actual delivery occurs within 3 weeks from receipt of the full purchase price. However, we assume no guarantee that all deliveries take place within this period.
Unless otherwise agreed, the delivery costs and risk of the transport are carried by the contractor. If the contractor is in default of acceptance, we are entitled, – either to store the goods in our place (for which we charge a storage fee of EUR 10,00 per day) and simultaneously insist on fulfillment of the contract,- or, after setting an appropriate grace period, withdraw from the contract and use the goods. In this case, a penalty of 25 % of the invoice amount applies as agreed.
10. Retention of title
The goods remain our property until full payment. In case of default, we are entitled to enforce our rights under the retention of title. It is agreed, that the assertion of our rights does not imply a cancellation of the contract, unless we declare withdrawal from the contract explicitly.
The establishment of contractual security interest within the goods standing in ownership reservation is prohibited to the contractor. If the goods are affected by enforcement actions, the contractor has to inform the enforcement agent about the foreign ownership and inform us in writing within twenty-four hours. If an insolvency proceeding is opened over the assets of the contractor, the last sentence is apliceable.
10.1 Extended retention of title
The goods remain our property until full payment. Resale through the contractor is only permitted, if the name or the company and the exact (business) address of the buyer was given to us and we agree with the sale. In the case of our approval, the purchase price is already considered assigned to us and we are entitled to inform the buyer of this assignment.
11. Right of withdrawal for consumers
Contractors who are consumers in the sense of the Austrian Consumer Protection Act or similar laws in their resepective countries of residence are entitled to withdraw from a long-distance transaction.
11.1 Withdrawal policy
The consumer has the right to withdraw within 14 days without giving a reason. The withdrawal period is 14 days from the date on which the consumer or a named representative from him, who is not the carrier, have taken possession of the goods.
If the goods are delivered in several separate pieces, the withdrawal period starts from the date, the consumer or a named representative, who is not the carrier, have taken possession of the last piece.
To exercise the right, the consumer has to inform us
ASA Astro Systeme America Inc.
444 Brickell Avenue, Suite 51270
Miami, FL 33131
Telefon: +43 79 42/778 11-50
by giving us a clear announcement about the decision of exercising the right of withdrawal by letter, e-mail, where you can use the following examplary form.
To keep the term it is sufficient, that the announcement is sent by the consumer within the period of 14 days.
11.2 Effects of the withdrawal
If the consumer withdraws from this contract, we will refund all payments we have received from the consumer, including the costs of supply (with the exception of the additional costs arising from the fact that a type of delivery other than the one offered by us) immediately, but latest within 14 days from the date on which the notification about your cancellation has been received by us. Repayment is sent only to the announced bank account; in no case you will have to charge fees for this repayment. We may withhold reimbursement until we have received the returned goods or until you have demonstrated that you have returned the goods, depending on which is the earlier.
You have to hand over or to send the goods back immediately and in any event not later than 14 days from the date on which you inform us of any cancellation. To keep the term it is sufficient to send the goods within the period of 14 days. The consumer bears the direct cost of the returning of the goods. If the goods have a loss in value, the consumer has to refund this loss in value, if it is due to a not necessary check of the nature, characteristics and functioning of the goods handling.
End of the cancellation policy
11.3 Model Withdrawal Form
ASA Astrosysteme America Inc.
444 Brickell Avenue, Suite 51270
Miami, FL 33131
Hereby I give notice that I / we (*) withdraw from my / our (*) contract entered into for the purchase of the following products (*) / provision of the following services (*)
Ordered on (*) / received on (*)
Name of the consumer (s)
Address of the consumer (s)
Signature of the consumer (s) (only with message on paper)
(*) Strike out if not appropriate
12. Exclusion of the right of withdrawal
The consumer has no right of withdrawal regarding to
- services, if the entrepreneur – based on an explicit desire of the consumer according and a confirmation of the consumer about his knowledge of the loss of the right to withdraw by complete contract-fulfilling – started with the execution of the service before the end of the withdrawal period according had and the service was then provided completely
- goods or services which prices depend on fluctuations in the financial market that may occur within the withdrawal period and are outside of the entrepreneur’s control,
- goods that are produced according to customer-specifications or –needs,
- goods which can spoil quickly or whose expiration date is passed quickly,
- goods that are delivered sealed and are not suitable to return for reasons of health or hygiene reasons, if they were unsealed after delivery,
- goods which have been mixed after its delivery due to their nature inseparably with other goods,
- alcoholic beverages, when the price is agreed in the contract, but which cannot be delivered sooner than 30 days after signing the contract and the current value depends on the fluctuations in the market is out of on the entrepreneur’s control,
- audio or video recordings or computer software, which are delivered in a sealed package, if they were unsealed after delivery,
- newspapers, periodicals or magazines with the exception of subscription contracts for the supply of such publications,
- services in the areas of accommodation for other than for residential purposes, transport of goods, car rental and delivery of food and beverages and services rendered in connection with leisure activities, if in each case a certain date or period is for the fulfilling is provided by the entrepreneur,
- the supply of digital content not stored on a physical data medium, if the entrepreneur – with the explicit consent of the consumer, connected to his knowledge of the loss of the right to withdraw upon early start with the contractfulfilling, and by making available a copy or confirmation – has begun with the delivery before the end of the withdrawal period of the delivery.
- Cancellation fee – forfeit money
The contractor is entitled to withdraw from the contract without giving any reason against the payment of a cancellation fee (a forfeit) of 25 % of the invoice amount. This rule does not apply, if our performance has already been provided or any preparations regarding our performance have already been made.
13.1 Warranty for consumers
The goods have to be examined immediately after delivery. Thereby detected deficiencies, errors or other damage have to be reported to us just immediately, but not later than within 14 days after delivery. The written report has to include type and extent of the defect.
The warranty period is 2 years. It begins with the day of delivery (acceptance). For used goods, the statutory warranty period is only 1 year.
Apart from those cases in which the contractor is entitled by law to the conversion of contract, we reserve the right to satisfy a warranty claim at our discretion by improvement or exchange. The exchange claim does not cover the costs of the removal of the defective and the installation of defect-free goods. The location of the corrective action is the place of performance in point 8.1. If the contractor asks for any other place of performance, he has to bear the upcoming additional costs.
The contractor always has to prove that the defect was already present at the time of delivery.
Hidden defects have to be reported immediately after their discovery. The goods are considered approved, if defects are not, or not timely reprimanded. The enforcement of warranty or damages due to the defect itself and the fallacy demanding due to defects are excluded in these cases.
13.2 Warranty for entrepreneurs
If the contractor is an entrepreneur, the warranty is limited to 1 year for new goods. For used goods, the warranty is entirely excluded. The reversal oft he burden of proof (§ 924 ABGB) is excluded. Furthermore aplies what has been said in point 12.1.
14. Liability and compensation
14.1 Compensation against entrepreneurs
Apart from personal injury, we are only liable, if at least gross negligence is proven to us by the victim. Liability for indirect damage is generally excluded. Claims for damages become time-barred after 6 months from knowledge of damage and damaging party.
14.2 Compensation against consumers
Claims for damages in cases of slight negligence are excluded. This does not apply to personal injury or damage to goods, which were accepted for processing, unless the latter has been individually negotiated.
For damages resulting from the violation of precontractual obligations, positive violation of a contractual duty, tort as well as other indirect damages (damage caused by a defective product, loss of profit, other financial loss) we are not liable.
15. Laesio enormis
If the contractor is an entrepreneur, contract avoidance for Laesio is excluded.
16. Product liability
Any claims for recourse from the title “product liability” against us are excluded, as long as there are no contrary compelling consumer protection laws.
17.1 Offsetting against entrepreneurs
If the contractor is an entrepreneur, an offsetting against our claims with counterclaims of any kind is excluded.
17.2 Offsetting against consumers
If the contractor is a consumer, he has the possibility of offsetting his payment obligation against counterclaims in the event of our insolvency. This also applies for counterclaims that are legally related to our demand or are determined by a court or acknowledged by us.
18. Ban of the right of retention for entrepreneurs
Justified complaints do not entitle to retain the entire, but only one to three times the estimated cost of a substitute performance of the removal of defects corresponding part of the invoice amount.
18. Appliceable law
Austrian substantive law has to be applied. The applicability of the CISG is excluded. The contract language is German.
19. Jurisdiction agreement
For any disputes arising from this contract the court in charge is the one at the registered seat of our company. We have also the right to sue at the general jurisdiction of the contractor.
Concerning a consumer who has his domicile, habitual residence or place of occupation in Austria, for all complaints against this consumer because of disputes arising from this contract, the court in charge is one of those courts, in whose district the consumer’s domicile, habitual residence or place of employment is situated. For consumers who are not resident in Austria at the time the contract is concluded, the legal courts of jurisdiction apply.
20. Legal succession clause
All from the present contractual relationship resulting rights and obligations pass over to the individual legal successor to the extent and in accordance with § 38 section 1 UGB. A separate notification of this transfer of rights to the contracting party is not necessary. The contractor hereby waives his right of objection, determined in § 38 section 2 UGB. This means that the duration of our liability is limited according to § 39 UGB.
21. Severability clause
If any of these terms are invalid or ineffective, they will be replaced by terms, which are valid, enforceable and economically similar. The remaining provisions shall remain unaffected in any case.
22. Data protection
The personal information transmitted in the case of a business transaction will be kept confidential within the meaning of the Data Protection Act (DSG 2000) and will only be used in order to handle the contracts properly and only for the duration of the business relationship. In the transfer of personal data also SSL encryption technology is used. However, the contractor concluding a contract with ASA declares, that he agrees to receive advertising messages; this consent is revocable at any time.
As of December 2018