1. general
1.1 The following terms and conditions apply to all contracts with companies at all levels of wholesale and retail trade for the sale of KEEGO Technologies products (hereinafter referred to as "KEEGO") to end consumers.
1.2 By placing the order, the client agrees to these terms and conditions. All deliveries and services shall be provided exclusively on the basis of these terms and conditions, unless otherwise expressly agreed in writing. Any conflicting terms and conditions of the buyer are hereby expressly rejected.
1.3 These terms and conditions shall apply to all future legal transactions even without renewed inclusion.
1.4 KEEGO shall be entitled to amend or supplement these Terms and Conditions, price lists and service descriptions at any time. The Customer shall be notified of any changes by post or e-mail. If the Customer does not object in writing within six weeks of receipt of the notification of change, the changes shall be deemed approved and shall also take effect for existing contractual relationships.
1.5 Other terms and conditions of the client shall only be binding if agreed in writing. References by the client to its own terms and conditions are hereby expressly rejected. Verbal promises and agreements shall only be binding upon written confirmation.
1.6 If Incoterms are used, the 2010 version shall apply.
1.7 The Customer may only assign claims arising from the purchase contract with KEEGO's prior written consent.
2. order
2.1 KEEGO's offers are to be understood as non-binding invitations to conclude a contract. A purchase contract shall only be concluded when KEEGO accepts the Customer's order by written order confirmation or execution of the order or performs acts of fulfillment.
2.2 KEEGO shall only be bound by written offers. Unless a different period is stated in the offer, KEEGO's offers shall be valid for 14 days from the date of issue.
2.3 Dates stated in offers and order confirmations, including the expected delivery dates, are only valid subject to the Customer's individually agreed obligations to cooperate, in particular, but not exclusively, the receipt of agreed advance payments. The obligations to cooperate shall also apply to services of third parties which the Customer uses to fulfill its obligations or which KEEGO uses in agreement with the Customer for additional services to be rendered. Delays or changed requirements for products or contractual conditions for which the Customer is responsible shall cancel the deadlines stated.
2.4 KEEGO shall be entitled to withdraw from the contract without compensation to the Customer if KEEGO is unable to fulfill the contract due to force majeure. Other statutory grounds for withdrawal shall remain unaffected.
2.5 The Customer's right to withdraw from the contract due to deterioration of KEEGO's assets after conclusion of the contract shall be excluded.
2.6 KEEGO shall be entitled to withdraw from the contract without being liable for damages if a negative credit report is available or if there is a significant deterioration in the Customer's financial circumstances, in particular if seizures or other enforcement measures are taken against the Customer or if insolvency proceedings are opened.
3. product characteristics, quality and samples
3.1 The scope of the individual services owed by KEEGO is set out in the respective product documentation, the order confirmation and these Terms and Conditions.
3.2 Agreed product characteristics are described exclusively in the product documentation prepared by KEEGO and in the order confirmation. Descriptions in catalogs, on websites or advertising material are for general information and advertising purposes only and do not represent any assurances of specific properties.
3.3 KEEGO reserves the right to make changes to products for compelling legal reasons, in the event of changes to national or international standards or for technical reasons.
3.4 The Customer warrants that it will not guarantee or advertise any applications or properties beyond those described by KEEGO in the product documentation.
3.5 Surface properties such as color, surface quality, in particular flow marks, streaks and freedom from burrs, and any printing shall be delivered "as sampled". Unless expressly agreed otherwise, deviations within technically unavoidable and/or customary tolerances shall not be deemed to be defects that are subject to complaint.
4. prices and conditions
4.1 The conditions and price lists valid at the time of the order shall apply. Earlier prices lose their validity with the introduction of a new price list. The introduction of a new price list shall not affect purchase contracts already concluded.
4.2 Sales prices shall only be deemed fixed prices if confirmed in writing by KEEGO. Unless otherwise agreed in writing, KEEGO's prices shall apply ex German sales warehouse plus VAT at the applicable rate.
4.3 If costs beyond KEEGO's control, e.g. raw material prices, increase by more than 10% after conclusion of the contract, KEEGO may increase the prices for deliveries due later than four months after conclusion of the contract to the day of delivery accordingly. The same applies to changes in exchange rates.
4.4 The deduction of a discount is only permitted after prior written agreement.
5. delivery, dispatch, transportation risk and transfer of risk
5.1 Unless otherwise agreed, delivery shall be made by making available and releasing for collection from the sales warehouse in Germany.
5.2 Transport and similar packaging will not be taken back; the client must dispose of the packaging at his own expense.
5.3 If, at the Customer's request, KEEGO supplies packaging materials or packaging units which do not correspond to KEEGO's standard packaging, KEEGO shall be entitled to invoice the additional costs incurred.
5.4 Delivery times shall only be regarded as deadlines for fixed trade purchases if KEEGO has expressly confirmed them as such.
5.5 Non-compliance with delivery dates and deadlines by KEEGO shall only entitle the Customer to assert the rights to which he is entitled if he has granted KEEGO a reasonable grace period of at least 15 working days, unless this is legally dispensable.
5.6 If KEEGO is prevented from fulfilling its obligations by unforeseen circumstances which could not be avoided despite reasonable care, the delivery period shall be extended by the duration of the hindrance. This shall also apply in the event of labor disputes, disruptions in KEEGO's own operations, disruptions in the operations of subcontractors (insofar as a replacement cannot reasonably be expected), including transport companies, disruptions due to measures by public authorities and disruptions to traffic routes.
5.7 KEEGO shall be entitled to make partial deliveries insofar as this does not unreasonably disadvantage the Customer.
5.8 If the Customer does not accept or take delivery of the goods, partial services or deliveries even after a reasonable deadline has been set, KEEGO shall be entitled to demand 20% of the order amount as compensation. The Customer shall be free to prove that no or less damage has been incurred.
5.9 If the Customer is in default of acceptance or culpably violates its obligations to cooperate, KEEGO shall be entitled to demand compensation for the damage incurred by KEEGO in this respect, including any additional expenses. Further claims shall remain reserved. If the above conditions are met, the risk of accidental loss or accidental deterioration of the purchased item shall pass to the Customer at the point in time at which the Customer is in default of acceptance or debtor's delay.
5.10. KEEGO shall be liable for damages caused by a delay in delivery not caused by KEEGO intentionally or through gross negligence for each completed week of delay within the scope of a lump-sum compensation for delay in the amount of 3% of the delivery value, but not more than 10% of the delivery value.
5.11. Further statutory claims and rights of the client due to a delay in delivery remain unaffected.
5.12. KEEGO shall be entitled to claim reasonable damages for non-fulfilment of the delivery contract for which the Customer is responsible.
6. payment
6.1 Unless otherwise agreed, a separate invoice shall be issued for each delivery on the date of dispatch. This also applies to partial deliveries. Any advance payments made shall be offset against the individual partial deliveries on a pro rata basis.
6.2 The net amount payable shall be due for payment within 10 days of invoicing, unless the order confirmation specifies a different payment term. An advance payment of at least 50% of the order value is agreed for initial orders.
6.3 The deduction of a discount is only permitted after prior written agreement.
6.4 In the event of a justified complaint about defective goods, the client may only provisionally retain that part of the purchase price which corresponds to the invoice amount of the part of the delivery complained about.
6.5 In the event of default of payment, arrears of interest on arrears, protest of a cheque or bill of exchange or other significant deterioration of the Customer's assets after conclusion of the contract, KEEGO shall be entitled to make further deliveries only against advance payment, to demand immediate payment of all outstanding invoice amounts and to demand cash payment or provision of security against return of bills of exchange accepted on account of payment.
6.6 The Customer shall be in default if the agreed payment terms are exceeded, even without a reminder being required. In the event of late payment, KEEGO shall be entitled to charge interest on arrears at the rate charged by an Austrian bank for overdraft facilities, but at least 9% above the respective prime rate of the European Central Bank.
6.7 KEEGO shall charge a fee of EUR 5.00 for the second and each subsequent reminder. The Customer shall bear the costs of legal action.
6.8 The offsetting of counterclaims is only permitted in the case of undisputed or legally established claims. The client is only authorized to exercise a right of retention if his counterclaim is based on the same contractual relationship.
6.9 Payment of the purchase price shall be made exclusively by bank transfer to the account specified in KEEGO's invoice.
6.10. Objections to KEEGO's invoices must be made to KEEGO in writing. Invoices shall be deemed approved by the Customer if the Customer does not object to them within two weeks of receipt. Timely dispatch of the objection shall suffice to meet the deadline. Statutory claims of the Customer in the event of objections after expiry of the deadline shall remain unaffected by this provision.
7 Warranty, liability for defects
7.1 The contractual quality of the goods shall be determined exclusively by the specifications in the product documentation prepared by KEEGO, the order confirmation and these Terms and Conditions. The contractual quality shall cover customary and minor technically unavoidable deviations, wear and tear inherent in the nature of the goods, deviations from the quality described in brochures or similar presentations or in offers (shape and color), insofar as they result from the natural irregularity of the materials used. These do not constitute a defect.
7.2 Claims for defects shall not exist in the event of deviations from the agreed quality or warranted characteristics or damage arising after the transfer of risk as a result of incorrect or negligent handling or storage, excessive use, unsuitable operating materials or due to external influences which are not assumed under the contract. Repair work or modifications shall require the express consent of KEEGO.
7.3 Guarantee and warranty rights of the client presuppose that the client has properly complied with its inspection and complaint obligations. The client is obliged to inspect and accept incoming goods with due care. The inspection for obvious defects must take place within 3 working days of receipt of the goods at the place of destination. Failure to carry out this inspection shall be at the expense of the client.
7.4 If a product release prior to delivery of the goods or an initial sample inspection has been agreed, the complaint of material defects that the client could have detected if the release or initial sample inspection had been carried out carefully is excluded.
7.5 The client must give written notice of obvious material defects and short deliveries within 3 working days after receipt of the goods at the place of destination, hidden material defects within 3 working days after discovery of the material defect.
7.6 Any liability for material defects shall lapse if changes are made to the goods.
7.7 If the goods are defective at the time of the transfer of risk, KEEGO may, within the scope of the claim for subsequent performance, at KEEGO's discretion either repair or replace the goods within 10 days of receipt of the returned goods.
7.8 If KEEGO does not fulfill these obligations or does not fulfill them in accordance with the contract within a reasonable period of time, the Customer may set a final reasonable deadline of 14 days in writing within which KEEGO must fulfill its obligations. After the unsuccessful expiry of this period, the Customer may, at his discretion, demand a reduction in the price or withdraw from the contract.
7.9 Claims for damages by the client due to defective goods are limited to the foreseeable and unavoidable damage. The client is obliged to minimize possible damage by inspecting the goods at the earliest possible time.
7.10. Warranty claims of the client, if the client is a company, shall become statute-barred after 12 months, otherwise in accordance with the statutory provisions. The limitation period shall be deemed to be suspended for the duration of the rectification of defects or subsequent delivery, calculated from the date of return of the goods notified as defective.
7.11. If a complaint is unfounded, the Customer shall reimburse KEEGO for all expenses incurred in dealing with the complaint.
7.12. The Customer may not resell defective goods to consumers before final inspection by KEEGO and mutual approval for sale to consumers.
7.13. KEEGO shall be given the opportunity to determine the material defect complained of. Rejected goods must be returned to KEEGO immediately upon request; KEEGO shall bear the transportation costs if the complaint is justified. If the Customer does not comply with these obligations or makes changes to the goods already complained about without KEEGO's consent, he shall lose any claims for material defects.
7.14. The Customer's rights of recourse against KEEGO shall only exist to the extent that the Customer has not made any agreements with its customer that go beyond the statutory mandatory claims for defects.
8. retention of title
8.1. KEEGO shall retain title to the delivered goods until the purchase price and any ancillary claims have been paid in full.
8.2 KEEGO reserves the right of ownership vis-à-vis merchants until all claims resulting from the business relationship have been paid in full.
8.3 In the event of exceptional payment by bill of exchange, the retention of title shall not expire until the bill of exchange has been honored by the drawee.
8.4 If KEEGO withdraws from the contract (in particular due to the Customer's default in payment), KEEGO shall be entitled to take back the reserved goods. In order to exercise this right, KEEGO shall be permitted to enter the Customer's business premises during normal business hours. Withdrawal from the contract shall be deemed to have been declared if KEEGO demands the return of the goods delivered under retention of title.
8.5 The Customer may not pledge the reserved goods or assign them as security. He shall inform KEEGO immediately in writing if third parties wish to seize the reserved goods. The Customer shall provide KEEGO with all documents necessary for the protection of KEEGO's ownership rights, in particular a copy of the seizure protocol. The Customer shall be liable to KEEGO for all damages arising from such access by third parties, in particular for all judicial and extrajudicial costs of an enforcement counterclaim, insofar as the third party is unable to offset these costs.
8.6 The Customer shall store and manage the goods sold separately and identifiably, store them with the care of a prudent businessman and insure them against damage caused by fire, water or hail. The Customer hereby assigns any insurance claims to KEEGO. KEEGO hereby accepts the assignment.
8.7 The Customer may resell the reserved goods unless he is in default of payment. For resold goods, the Customer hereby assigns to KEEGO all claims (including VAT) arising from his contractual relationship with his customer or third parties. KEEGO hereby accepts the assignment.
8.8 The Client's right to resell and use the goods subject to retention of title and the authority to collect shall expire upon suspension of payment, enforcement measures against the goods subject to retention of title or their surrogates, application for or opening of insolvency proceedings or in the event of a protest of a cheque or bill of exchange.
8.9 If the value of the securities exceeds the claim to be settled by the Customer by more than 20%, KEEGO shall release the securities exceeding this amount at the Customer's request.
8.10. The client must treat the reserved goods with care.
9. limitations of liability
9.1 The following limitations of liability apply to liability on any contractual and non-contractual legal grounds, including warranty and guarantee. The statutory regulations on the burden of proof remain unaffected by this.
9.2 For damages caused by slight negligence due to defective products, the Seller's liability shall be limited in terms of reason and amount to the benefits of its product liability insurance. This limitation of liability shall not apply in the event of intent or gross negligence, culpable injury to life, limb or health, or fraudulent concealment of a defect. In the event of material breaches of contract, foreseeable and contractually typical damages are included in the maximum amount.
9.3 Insofar as the defective products result in a recall, the liability for the resulting costs shall be limited to the benefits of its product recall insurance in terms of reason and amount. These costs can only be reimbursed if KEEGO has been informed of the recall measure and has been given the opportunity to cooperate within a reasonable period of time.
9.4 Essential contractual obligations are obligations whose fulfillment is a prerequisite for the proper execution of the contract and on whose compliance the contractual partner may regularly rely.
9.5 KEEGO shall not be liable for slight negligence in the case of injuries other than those caused by product defects, with the exception of injury to life, limb or health or breach of material contractual obligations.
9.6 In the event of delay, KEEGO's liability shall be limited to 0.5% of the order value per week, but not more than 10% in total. Furthermore, claims for compensation shall be limited to the reimbursement of proven additional costs (covering purchase on the basis of three comparative offers).
9.7 KEEGO shall not be liable for breaches of contract or damages due to force majeure. In particular, the contracting parties recognize the following as force majeure Traffic disruptions, official measures, weather influences, non-availability of raw materials, labor disputes, disruptions in KEEGO's own operations, disruptions in the operations of transport companies and subcontractors (insofar as a replacement cannot reasonably be expected).
9.8 Claims by entrepreneurs shall lapse within one year. The limitation period shall not apply to damage caused by intent or gross negligence on the part of KEEGO or in the event of injury to life, limb or health.
9.9 KEEGO shall not be liable for material defects caused by unsuitable or improper use or faulty assembly by the Customer or third parties, or for the consequences of improper modifications or repair work carried out by the Customer or third parties without KEEGO's express written consent. The same applies to material defects which only insignificantly reduce the value or suitability of the goods.
9.10. KEEGO shall not be liable for damages to the extent that the Customer has contributed to their occurrence or could have prevented them by taking into account its contractual duties to cooperate or obligations, in particular by providing sufficient information to the consumer and taking reasonable precautions of its own. In case of doubt, the client must provide appropriate evidence of the fulfillment of these obligations.
9.11. KEEGO excludes liability and compensation for damages due to national and international embargoes and/or sanctions - e.g. also performance bans.
9.12. KEEGO's liability shall be limited to the value of the goods delivered by KEEGO to the extent permitted by law.
9.13. Insofar as KEEGO's liability is excluded or limited, this shall also apply to the personal liability of KEEGO's employees, workers, staff, legal representatives and vicarious agents.
10. product damage and recall
10.1 The contracting parties shall inform each other in advance of the content and scope of any recall measures - as far as possible and reasonable - and give each other the opportunity to comment.
10.2 KEEGO shall only be liable for the recall of products whose recall has been initiated by KEEGO or on a legal basis by competent authorities to prevent health risks.
10.3 Section 9 (2) remains unaffected.
11. model protection, protection of intellectual property
11.1 The Customer undertakes not to reproduce or have reproduced and distribute articles from KEEGO's delivery program.
11.2 In the event of infringement, KEEGO shall be entitled to a contractual penalty. The amount of the claim shall be 100% of the price of the corresponding KEEGO article for each rebuilt item; KEEGO's price list valid at the time of the infringement or, if no list price is available, the selling price to other customers shall be decisive. KEEGO's right to claim damages shall remain unaffected.
12. ancillary provisions
12.1 Contracts and future amendments and additions must be made in writing.
12.2 Legally relevant declarations and notifications to be made by the Customer to KEEGO or a third party must be made in writing.
12.3 The contract fully reflects all agreements between the contracting parties. There are currently no ancillary agreements to the contract.
12.4 Headings are for orientation purposes only and do not conclusively define the text below them.
12.5 Non-assertion of rights by KEEGO shall not constitute a waiver.
13. place of jurisdiction
13.1 The exclusive place of jurisdiction for all disputes is Vienna.
13.2 KEEGO shall also be entitled to take legal action against the Customer in his home country or in any place where he owns property or assets.
14. foreign transactions
14.1 The following additional conditions apply to transactions with clients whose registered office is outside Austria:
14.2 All transactions, including payment instruments and payment transactions, are subject to Austrian law, including the United Nations Convention on Contracts for the International Sale of Goods.
14.3 If the contract is drawn up in several languages, the German version shall prevail.
14.4 The Gregorian calendar applies.
14.5 The local time at KEEGO's registered office shall apply, taking into account summer time and winter time.
14.6 Unless otherwise agreed, payment shall be made in euros (EUR). Changes in exchange rates shall not affect the purchase price and the other payment obligations specified in the purchase contract.
14.7 Customs duties, fees, levies and any taxes arising from the execution of the purchase contracts and deliveries shall be borne by the Client.
15. invalidity, contractual loopholes
15.1 Should current or future provisions of this contract be wholly or partially invalid or unenforceable or subsequently lose their legal validity or enforceability, this shall not affect the validity of the remaining provisions of this contract. The same shall apply if it should transpire that this contract contains loopholes.
15.2 In place of the invalid or unenforceable provision or to fill the gap, an appropriate provision shall apply which the parties would have made if they had considered the point when concluding the contract. This shall also apply if the invalidity of a provision is based on a measure of performance or time (deadline, date) nominated in this contract; in such cases, the agreement shall be replaced by a legally permissible measure of performance or time (deadline, date) that comes as close as possible to what was intended.
15.3 If the validity of a regulation in the sense described above can only be achieved by agreement in compliance with special formal requirements, the parties involved are obliged to take the necessary actions and make the necessary declarations.
Vienna, October 2025