Terms and conditions.

These terms apply to all deliveries and services of Semicore Entwicklung & Service GmbH (“Semicore”) to customers who are businesses within the meaning of the Austrian Commercial Code (UGB), including future transactions even where not expressly referred to. Deviating terms of the customer only apply if Semicore expressly agrees to them in writing.

Unless agreed otherwise, Semicore’s offers are valid for 30 days from the date of the offer. A contract is concluded when Semicore sends a written order confirmation or the delivery after receiving the order. Information in catalogues, brochures and on the website is non-binding unless it has been included in the contract.

Offer and project documents may not be reproduced or made available to third parties without Semicore’s consent.

Prices are in euros plus VAT, ex works Villach (EXW, Incoterms® 2020). Unless agreed otherwise, invoices are payable within 30 days of the invoice date without deduction. Semicore reserves the right to require advance payment from new customers. Invoices may be sent electronically.

In the event of late payment, Semicore may charge statutory default interest, withhold its own performance until payment and call in outstanding claims. The customer may neither withhold payments nor offset them against warranty or other counterclaims.

The delivery period begins at the latest of: order confirmation, fulfilment of all technical and commercial requirements by the customer, receipt of an agreed down payment. Partial deliveries are permitted. Unforeseeable circumstances or circumstances beyond the parties’ control (e.g. force majeure, official measures, transport or supply failures, including at suppliers) extend the delivery period by their duration.

Risk passes to the customer when the goods are made available ex works Villach (EXW, Incoterms® 2020). The place of performance is Villach.

Delivered goods remain the property of Semicore until all claims, including interest and costs, have been paid in full. If the goods are resold, the customer assigns its claim against the buyer to Semicore as security.

The statutory warranty period applies from the transfer of risk. Defects must be notified in writing without delay after receipt of the goods (§ 377 UGB). In the case of a justified notice of defects, Semicore will, at its option, remedy the defect by repair or replacement or grant an appropriate price reduction.

Where goods are manufactured according to the customer’s designs, drawings or specifications, Semicore is only liable for execution as agreed. Defects caused by improper installation, handling or use, natural wear and interventions by third parties without Semicore’s written consent are excluded.

Semicore is liable without limitation for intent and gross negligence of a particularly serious kind (krass grobe Fahrlässigkeit), for personal injury, under the Austrian Product Liability Act and in all other cases of mandatory statutory liability.

Otherwise, in the case of gross negligence Semicore is liable for the damage typical for the contract and foreseeable at the time the contract was concluded. Liability for slight negligence is excluded.

Claims for damages must be brought before a court within one year of knowledge of the damage and the party causing it, and at the latest within three years after the transfer of risk; this does not apply to the cases named in paragraph 1.

Both parties treat all technical and commercial information that is not publicly known and that they learn in the course of the business relationship as confidential and use it only to perform the contract.

Deliveries may be subject to national and international export control and sanctions regulations, in particular those of the European Union (including Dual-Use Regulation (EU) 2021/821), Austria (Foreign Trade Act 2011) and the USA (Export Administration Regulations). This applies to deliveries to all countries outside the EU, for example in Asia or the Americas, as well as to transfers within the EU.

The customer ensures compliance with these regulations when passing on, re-exporting or using the goods and informs Semicore of the end recipient and end use on request. Semicore is not obliged to perform as long as required licences are missing or performance is prevented by these regulations; delivery periods are extended accordingly.

Austrian law applies, excluding its conflict-of-law rules and the UN Convention on Contracts for the International Sale of Goods (CISG). The place of jurisdiction is the court with subject-matter jurisdiction for 9500 Villach. Amendments and additions must be made in writing. Should any provision be invalid, the remaining provisions remain unaffected.

The German version of these terms is authoritative.