Terms of service
Terms and Conditions
General Terms and Conditions (Austria)
1. Scope of these Terms and Conditions
1.1. These General Terms and Conditions ("GTC") apply to all legal transactions or offers concerning the delivery of goods and/or other services of any kind by FrequenCell Technologies GmbH (hereinafter FrequenCell Technologies) or the responsible sales partner . FrequenCell Technologies therefore concludes all legal transactions exclusively on the basis of these GTC. This shall not apply, by way of exception, if the validity of the GTC has been expressly waived in writing for individual transactions.
1.2. These Terms and Conditions contain provisions that apply only to businesses and others that apply only to consumers within the meaning of the Austrian Consumer Protection Act (KSchG). These provisions are marked accordingly. A consumer within the meaning of this law is anyone who is not an entrepreneur. An entrepreneur is anyone for whom the legal transaction is part of the operation of their business. An enterprise in this sense is any permanent organization engaged in independent, commercial activity, even if it is not profit-oriented (in particular, associations under the Associations Act 2002).
1.3. If FrequenCell Technologies enters into an ongoing business relationship with a customer, these Terms and Conditions shall serve as the framework agreement for that business relationship. If a condition agreed upon in a legal transaction conflicts with these Terms and Conditions, this conflicting provision shall only be effective if an express agreement to deviate from these Terms and Conditions is reached. Customers' Terms and Conditions shall not apply unless expressly acknowledged in writing by FrequenCell Technologies.
2. Definitions
The terms used in these Terms and Conditions are defined in more detail below . If the same terms are used in individual legal transactions, the following definitions shall also apply to the interpretation of terms in all legal transactions concluded by FrequenCell Technologies, unless a term is exceptionally defined independently in a legal transaction :
2.1. "Customer" is any contractual and/or negotiating partner of FrequenCell Technologies, in particular any purchaser (or orderer) of goods. This applies regardless of whether a contract has already been concluded or not.
2.2. “Service” means any (tangible and/or intangible) product, any (tangible and/or intangible) delivery and/or any (tangible and/or intangible) other service provided by FrequenCell Technologies, no matter what kind.
2.3. “Goods” means any product (any item) offered or distributed by FrequenCell Technologies or any product purchased by FrequenCell Technologies or the purchase of which is negotiated with a customer.
2.4. “Order” is the customer’s binding request for the provision of a service by FrequenCell Technologies, in particular the request for delivery of goods.
2.5. “Order” (“Contract”) is the legal transaction concluded between FrequenCell Technologies and the Customer.
3. Order, contract, delivery/service
3.1. Offers, advertising mailings or other invitations to tender from FrequenCell Technologies merely represent invitations to place orders to customers and are subject to change and non-binding.
3.2. by customers with FrequenCell Technologies represent binding offers by the customer to conclude a contract. They are binding and cannot be revoked by the customer – subject to specific legal provisions and the right of withdrawal stipulated below. After reviewing the received order, FrequenCell Technologies will, at its discretion, either send the customer an order confirmation or deliver the ordered goods within a reasonable period of time. Silence on the part of the customer or FrequenCell Technologies shall under no circumstances be considered as consent or acceptance of an offer or order.
3.3. FrequenCell Technologies expressly reserves the right to refuse orders from customers. A refusal to accept an order may, for example, be due to delivery difficulties or other market-dependent, FrequenCell Technologies may be due to circumstances beyond its control . However, FrequenCell Technologies is generally free to reject an order without giving reasons. An explicit notification to the customer may be omitted. Apart from a possible claim for reimbursement of a fee already paid, the customer is entitled to
3.4. Non-implementation does not entitle you to any claims whatsoever.
3.5. from the contractual relationship with FrequenCell Technologies may only be transferred to a third party with the prior consent of FrequenCell Technologies.
3.6. The customer acknowledges that images of products and goods may not necessarily fully match the actual delivered goods. In particular, deviations resulting from further development of a product (e.g., material changes) are accepted by the customer, provided that the changed property was not expressly requested by the customer and the change does not objectively disadvantage the customer. FrequenCell Technologies assumes no liability for the accuracy, completeness, or timeliness of the information provided in print media, image- and sound-supported advertising mailings, or other media, and expressly reserves the right to make errors, particularly with regard to pricing. FrequenCell Technologies assumes no liability for the colors displayed on the websites matching the actual colors, as color reproduction depends, among other things, on the quality of the computer used by the customer or on the image material provided by the product manufacturer.
3.7. If a customer requests a contractual fulfillment that deviates from or goes beyond FrequenCell Technologies' original offer (additional service), FrequenCell Technologies shall only be obliged to provide such special or additional services following a separate, express, written agreement . FrequenCell Technologies is entitled to demand an additional, reasonable fee for each service provided that deviates from the original offer.
3.8. FrequenCell Technologies reserves the right to choose the shipping method and route . In particular, there is no obligation to select the cheapest mode of transport. Packaging will be carried out in accordance with standard commercial practice . Any additional packaging will only be carried out upon express instruction from the customer and will be borne by the customer. The customer is responsible for disposing of the packaging at their own expense . Express and air freight surcharges will be charged separately. Transport insurance will only be taken out upon express instruction from the customer and only on behalf of and for the account of the customer. FrequenCell Technologies assumes no liability in this regard.
4. Delivery
4.1. FrequenCell Technologies is free to accept a customer's order by written declaration or by delivery of the ordered goods.
4.2. The delivery time is only approximate. It begins on the day the order confirmation is sent to the customer.
4.3. FrequenCell Technologies endeavors to adhere to the delivery dates and deadlines specified to the customer . Agreements regarding delivery dates and deadlines must be made in writing. Subsequent requests for changes or additions by the customer will extend the delivery period appropriately. However, if delivery is delayed due to circumstances attributable to the customer (e.g., late delivery of necessary information, late payment), the agreed delivery date will also be postponed by the same amount.
4.4. To meet delivery deadlines, it is sufficient to hand over the goods to the shipping company on time or, if shipping is not possible, to notify the customer that they are ready for shipment. If the customer has expressly agreed to pick up the goods themselves, it is sufficient for FrequenCell Technologies to have the goods available at the pickup location on the last day of the delivery period at the last possible pickup time.
4.5. Compliance with FrequenCell Technologies' delivery obligations requires the timely and proper fulfillment of the customer's obligations and the fulfillment of any contractual and any agreed payment obligations relevant to the order. FrequenCell Technologies reserves the right to assert a defense of non-fulfillment of the contract.
4.6. Operational disruptions and events of force majeure as well as other events outside the sphere of influence of FrequenCell Technologies, in particular delivery delays on the part of suppliers, entitle FrequenCell Technologies is entitled to withdraw from the contract entirely or, in the case of partial deliveries already made, to withdraw from the contract due to the part not yet fulfilled. FrequenCell Technologies is only liable to consumers for damages resulting from such operational disruptions and events of force majeure in the event of gross negligence. Liability to businesses is excluded.
5. Transfer of risk, default of acceptance
5.1. In all cases, the customer bears the transport risk. Upon dispatch of the delivery from our factory/warehouse, or in the case of direct delivery, upon dispatch from our supplier's factory/warehouse, the risk of loss is transferred to the customer; this is independent of any separately agreed pricing arrangements for the delivery. The transfer of risk means: If the goods are lost after the time of transfer of risk through no fault of FrequenCell Technologies or due to slight negligence, the customer is not entitled to withdraw from the contract or claim damages.
5.2. If the customer is in default of acceptance, FrequenCell Technologies shall be free to choose whether to withdraw from the contract by setting a grace period of 14 days, to store the goods itself against payment of a reasonable and customary fee, or to have the goods stored by a third party at the customer's expense.
5.3. In the case of self-collection, the price and performance risk shall pass to the customer upon handover; in the case of default in acceptance, the risk shall pass to the customer upon the default.
6. Prices and payment terms
6.1. The prices stated by FrequenCell Technologies on the Internet or in brochures, etc., are in euros including statutory value-added tax ex works or FrequenCell Technologies' distribution warehouse.
6.2. FrequenCell Technologies invoices – including partial invoices – are due for payment free of any fees or deductions, in particular without any cash discounts. Bills of exchange or checks are not accepted. FrequenCell Technologies reserves the right to allocate incoming payments to any multiple claims at its discretion .
6.3. defaults on payment of a fee by more than five days , FrequenCell Technologies is entitled to withdraw from the contract after granting a 14-day grace period. In addition, if the customer defaults, default interest at the statutory interest rate (4% pa for consumers, 8% pa above the currently published base interest rate for businesses) will be charged immediately after the due date. Any customary dunning and collection fees or standard legal fees must also be paid by the customer.
6.4. If the customer is separately granted a longer payment period or payment by installments is separately agreed, this does not constitute a postponement of the due date. Further enforcement of the already due claim is merely waived for the agreed period. If the customer defaults on even a single installment or fails to meet the deferred payment date, the entire claim is immediately due for payment plus default interest from the due date ( default ). The following also applies to businesses:
6.5. FrequenCell Technologies does not guarantee the accuracy or completeness of cost estimates .
7. Delivery and shipping costs
7.1. FrequenCell Technologies will ship the goods ordered by the customer to the customer in the event of a valid contractual relationship being concluded, unless otherwise agreed. The resulting shipping costs are to be borne by the customer.
7.2. If the shipping company returns the shipped goods to FrequenCell Technologies because delivery to the customer was not possible, the customer shall bear the costs for the unsuccessful shipment. The customer shall compensate FrequenCell Technologies for all damages incurred by FrequenCell Technologies as a result of the unsuccessful shipment. FrequenCell Technologies shall not be liable for any damages incurred by the customer as a result of the unsuccessful shipment.
7.3. In particular, in the event of a delayed delivery to the customer, the customer has no claims for damages against FrequenCell Technologies.
7.4. Orders shipped to Switzerland are tax-free. All import duties (e.g., import sales tax, etc.) must be collected directly at customs in Switzerland. It is the buyer's responsibility to ensure this is done properly.
8. Retention of title
8.1. FrequenCell Technologies (reserved goods) until all claims against the customer arising from the respective order have been fulfilled, in particular until all payments (including interest and incidental costs) have been made , including when individual parts have already been paid for.
8.2. The customer may not dispose of the reserved goods until FrequenCell Technologies' claim has been settled and shall bear the full risk for the goods entrusted to him, in particular for the risk of destruction, loss or deterioration.
8.3. For the duration of the retention of title, the customer must treat the delivered goods with care and not use or sell the goods.
8.4. If the customer processes reserved goods into a new movable item, this is done for FrequenCell Technologies without creating any obligation for FrequenCell Technologies . The new item becomes the property of FrequenCell Technologies. If the reserved goods are combined, processed, or mixed with goods not belonging to FrequenCell Technologies, FrequenCell Technologies acquires co-ownership in proportion to the invoice value of the reserved goods compared to the remaining goods. If the customer sells goods subject to retention of title to a third party, the customer's purchase price claim against the third party shall pass to FrequenCell Technologies up to the amount of FrequenCell Technologies' claim against the customer (extended retention of title).
8.5. In the event of seizure by third parties or other access by third parties to the reserved goods, the customer must point out that they are FrequenCell Technologies ’ property and must immediately notify FrequenCell Technologies in writing of the seizure or other access by the third party .
8.6. In the event of breach of contract by the customer, in particular in the event of default in payment, FrequenCell Technologies is entitled to reclaim the reserved goods or, at its discretion, to demand the assignment of the buyer's claims for return against third parties.
8.7. If the customer violates the agreements regarding retention of title, the customer is obligated to pay a contractual penalty in the amount of twice the net value of the reserved goods . The assertion of claims exceeding this amount, in particular claims for damages and, in particular, costs of excision in enforcement proceedings, is not precluded by the agreed contractual penalty. If the customer is not a consumer, the contractual penalty is not subject to judicial mitigation. In this case, FrequenCell Technologies is entitled to immediately demand the return of the goods, excluding any right of retention. After taking back the goods, it is at FrequenCell 's discretion Technologies, either to sell the purchased item and credit the proceeds less 20% resale costs to the customer against his remaining obligations or to take back the goods at the invoice price less any depreciation in value and to charge the customer a reasonable usage fee for the period of his possession of the delivered goods.
9. Warranty, compensation, prohibition of assignment, extended retention of title
9.1. FrequenCell Technologies assumes no liability for normal wear and tear of the goods or for defects caused by improper handling.
9.2. FrequenCell Technologies shall only be liable for damages caused to the customer during the course of business transactions (in particular due to delay, impossibility of performance, positive breach of contract, negligence upon conclusion of the contract, defective or incomplete performance, consequential damages, or tortious acts) in the event of its own willful intent or gross negligence or in the event of willful intent or gross negligence on the part of FrequenCell Technologies' vicarious agents. This excludes personal injury, for which FrequenCell Technologies is liable without limitation even in cases of slight negligence. The provisions of the Product Liability Act remain unaffected.
9.3. Liability for consequential damages, lost profits, and third-party claims is excluded in any case. This also applies to damages resulting from late completion (damages caused by delay, particularly if the delay is due to serious and unforeseeable operational disruptions, supplier problems, or the absence of labor).
9.4. Claims for damages expire within six months of knowledge of the damage and the person responsible. Claims for damages discovered later than one year after delivery are considered late.
9.5. The assignment of warranty and damage claims or the like is not permitted without the prior written consent of FrequenCell Technologies.
9.6. The reversal of the burden of proof pursuant to Section 924 of the Austrian Civil Code (ABGB) to the detriment of the seller is excluded. The existence of a defect at the time of delivery, the time of discovery of the defect, and the timeliness of the notification of defects are the responsibility of the customer.
9.7. If FrequenCell Technologies has expressly promised guarantees, these only apply if the goods are used properly, in particular if they are professionally installed, assembled and properly cared for . The content of the brochures, technical descriptions, etc., used by FrequenCell Technologies, as well as public Statements, e.g. , in advertising, do not become part of the contract unless FrequenCell Technologies expressly acknowledges a certain characteristic of the goods. The warranty does not cover wear and tear of any kind, nor damage caused by the customer or third parties.
9.8. Instructions given in brochures, user manuals or other product or goods information as well as care and assembly instructions must be strictly followed by the customer in order to avoid any damage.
9.9. It is expressly stated that FrequenCell Technologies does not guarantee any specific function, mode of operation, or specific properties of the products. There are several statements regarding the properties of the products sold by FrequenCell Technologies that are not made by FrequenCell. Technologies, but rather studies and measurements conducted by independent organizations, as well as customer testimonials. The accuracy of these studies/measurements and testimonials, and the effectiveness of the products derived from these studies/measurements and testimonials, are in no way part of the contract, and therefore FrequenCell Technologies assumes no warranty or liability for this. The following also applies to businesses (sections 9.10. – 9.13.):
9.10. Except in the following cases, FrequenCell Technologies excludes any warranty claims, claims for shortening, or avoidance of defects against businesses. Liability for claims for damages due to slight negligence (except for personal injury) is also excluded.
9.11. Deviations between the ordered and delivered goods, such as incorrect dimensions or incorrect goods (alien delivery), must be reported within three days of delivery and before any processing or modification, even if the goods are not delivered directly to the customer. Otherwise, the goods are deemed approved and cannot be returned or exchanged by FrequenCell Technologies. Notices of defects and complaints not received within three days of delivery are considered late. Failure to report defects in a timely manner excludes any warranty claims.
9.12. If the customer resells the delivered goods , all warranty claims against FrequenCell Technologies shall lapse; the right of recourse pursuant to Section 933 b ABGB is excluded.
9.13. Should the customer himself be held liable under the Austrian Product Liability Act or similar foreign provisions, he expressly waives any right of recourse against FrequenCell Technologies, in particular within the meaning of Section 12 of the Austrian Product Liability Act or similar foreign provisions.
10. Instructions on the right of withdrawal according to FAGG
10.1. If the customer is a consumer, he or she shall have a right of withdrawal with regard to contracts concluded with the contractor FrequenCell Technologies outside its business premises or using a means of distance communication such as telephone, fax or e-mail (Distance and Off-Premises Business Act, FAGG).
10.2. In the event that custom-made products made at the customer's request form the subject matter of the contract, the customer shall have no right of withdrawal.
FrequenCell Technologies without giving reasons . The withdrawal period is 14 days; for orders of goods, this begins upon receipt of the goods, and for services, upon conclusion of the contract. To exercise the right of withdrawal, the customer must inform FrequenCell Technologies, FrequenCell Technologies GmbH, Kellermanngasse 8/4, 1070 Vienna, Austria, of their decision to withdraw from the contract in the form of an unambiguous declaration (e.g., by letter, email, or fax). To comply with the withdrawal period, it is sufficient that the notification of the exercise of the right of withdrawal is sent before the expiry of the withdrawal period.
Consequences of revocation
If the customer cancels the contract concluded with FrequenCell Technologies, FrequenCell Technologies must refund all payments received from the customer promptly and at the latest within 14 days from the date on which FrequenCell Technologies receives notification of the cancellation of the contract. For this refund, FrequenCell Technologies will use the same means of payment that the customer used for the original transaction, unless something else was expressly agreed with the customer; under no circumstances will the customer be charged any fees for this refund. If the customer is unable to return or surrender the received services and benefits (e.g., benefits of use) to FrequenCell Technologies, or only partially, or only in a deteriorated condition, the customer must compensate FrequenCell Technologies for the value insofar as the deterioration is due to handling of the item that goes beyond testing its properties and functionality. “Checking the properties and functionality” means testing and trying out the respective product, as is possible and common in stores.
Items that can be sent by parcel must be returned at the customer's expense but at FrequenCell Technologies' risk. Items that cannot be sent by parcel will be picked up by FrequenCell Technologies. The customer is only liable for any loss of value of the goods if this loss of value is due to handling that is not necessary to check the quality , properties, and functionality of the goods.
If the customer has expressly requested that FrequenCell Technologies commence its services during the withdrawal period, the customer shall pay a reasonable amount corresponding to the proportion of the services already provided up to the point at which the customer exercises his right of withdrawal compared to the total scope of the services provided for in the contract.
10.3. If the customer has not submitted their contractual declaration either in the premises permanently used by FrequenCell Technologies for its business purposes or at a stand used by them for this purpose at a trade fair or market, they may withdraw from their contract application or from the contract. This withdrawal may be declared up until the conclusion of the contract or within 14 days thereafter. The withdrawal period is met if the declaration of withdrawal is sent within the period.
The customer shall not be entitled to this right of withdrawal in particular if he himself initiated the business relationship with FrequenCell Technologies or its agents for the purpose of concluding the contract, or if no discussions between the parties or their agents preceded the conclusion of the contract.
11. Instructions on the right of withdrawal according to Section 3a KSchG.
11.1. The customer may also withdraw from their contract application or from the contract if, without their instigation, circumstances relevant to their consent, which FrequenCell Technologies presented as probable during the contract negotiations, do not occur or only occur to a significantly lesser extent. Relevant circumstances include the expectation of cooperation or consent from a third party, which is necessary for the entrepreneur's service to be provided or used by the consumer, the prospect of tax advantages, the prospect of public funding, and the prospect of a loan. Withdrawal may be declared within one week. The period begins as soon as it becomes apparent to the customer that the circumstances stated in section 16.1. do not occur or only occur to a significantly lesser extent and they have received written notification of this right of withdrawal. However, the right of withdrawal expires at the latest one month after the complete fulfillment of the contract by both contracting parties. The declaration of withdrawal is not bound to any specific form. The withdrawal period is observed if the declaration of withdrawal is sent within the period. The consumer shall not be entitled to the right of withdrawal if he or she already knew or should have known during the contract negotiations that the relevant circumstances would not occur or would only occur to a significantly lesser extent, the exclusion of the right of withdrawal was negotiated in detail or FrequenCell Technologies agrees to make an appropriate adjustment to the contract.
12. Data protection and advertising
12.1. FrequenCell Technologies is entitled to process personal data of customers such as first name(s), surname, address, gender, academic degree, date and place of birth , telephone number, fax number, email address and bank account details within the limits of the Data Protection and Telecommunications Act for the purpose of order processing, in particular to store and transmit this data for the duration of the contract.
12.2. The customer expressly agrees to the transmission of his data to a commissioned shipping company, advertising company and/or a credit institution (for payment processing).
12.3. By accepting these general terms and conditions, the customer declares his or her express consent to the use, processing, and transmission of his or her personal data within the meaning of Section 4 , Paragraph 14 of the Data Protection Act 2000 (DSG 2000). This consent can be revoked at any time. Under certain circumstances (e.g., during an order that has not yet been fully processed), a revocation may result in FrequenCell Technologies no longer being able to provide its services.
12.4. FrequenCell Technologies and the companies commissioned by FrequenCell Technologies will protect the personal data provided by the customer with the utmost care against unauthorized access by third parties. Furthermore, FrequenCell Technologies will take all reasonable measures to ensure the security of personal data. However, the customer is advised that the Internet is accessible to everyone worldwide and, in particular, misuse cannot be ruled out, so that unauthorized access by third parties to such data and information cannot be ruled out. FrequenCell Technologies is only liable to consumers for such unauthorized access by third parties and any resulting damages in the event of gross negligence that enabled third-party access .
12.5. Right of withdrawal: The customer is entitled to revoke his or her consent to the storage, processing, and/or forwarding of his or her data at any time. However, if this makes it impossible for FrequenCell Technologies to comply with its obligations under the contractual relationship (e.g., during an order that has not yet been fully processed), FrequenCell Technologies will be released from its obligation to provide services.
12.6. FrequenCell Technologies or a company commissioned by FrequenCell Technologies to send advertising material for FrequenCell Technologies to the contact details provided by him (email address, postal address) .
13. Choice of law, place of jurisdiction, place of performance
13.1. All legal disputes arising from or in connection with these Terms and Conditions and/or a contractual relationship between FrequenCell Technologies and a customer shall be governed by Austrian substantive law, excluding the conflict of law rules of international private law and the UN Convention on Contracts for the International Sale of Goods. This also applies to questions concerning the formation or interpretation of the Terms and Conditions and the contract.
13.2. For all legal disputes arising from or in connection with these Terms and Conditions and/or a contractual relationship between FrequenCell Technologies and a customer who is an entrepreneur, the court with local and subject-matter jurisdiction for the registered office of FrequenCell Technologies shall be agreed upon.
13.3. The place of performance for all claims and obligations is the registered office of FrequenCell Technologies.
14. Change of address
The customer is obligated to notify FrequenCell Technologies of any changes to their residential or business address verifiably, without request, and immediately , as long as the contractual transaction has not been fully fulfilled by both parties. If the customer fails to notify FrequenCell Technologies, declarations and goods shall be deemed received even if they were sent to the address last notified to FrequenCell Technologies. It is the customer's responsibility to provide evidence of receipt of their notification of the change of address in each individual case. The customer is solely liable for all damages resulting from a failure to notify FrequenCell Technologies of a change of address.
15. Miscellaneous
The customer is strictly prohibited from claiming, using, advertising, or reproducing FrequenCell Technologies' intellectual property as their own. This applies in particular to all publications (including images, text, audio or video recordings, etc.) by FrequenCell Technologies on the World Wide Web, in print media, on billboards in cinemas, on radio/TV, etc.
FrequenCell Technologies GmbH Place of jurisdiction: Vienna / Austria
