General Terms and Conditions, Version 08-2025
General Terms and Conditions of TMZ GmbH (hereinafter referred to as TMZ)
I. Scope and validity of the terms and conditions
(1) These terms and conditions apply to all deliveries of goods, to all services of a separate nature or in connection with the delivery of goods, whether by TMZ itself or by third parties on its behalf or by TMZ.
(2) These terms and conditions shall also form the legal basis for all subsequent transactions, even if they are not separately agreed with the contracting party for each subsequent transaction.
(3) The terms and conditions of the contracting party are ineffective for the present legal transaction unless they have been expressly acknowledged in writing by TMZ in detail.
(4) When providing supplies and services, the state of the art, as well as recognized professional and ethical standards, must be taken into account.
II. Contract Validity
(1) All orders and agreements are legally binding only if they are confirmed in writing by TMZ and duly signed by an authorized representative. Sending the confirmation by email is sufficient to satisfy the written form requirement.
(2) Offers from TMZ are generally non-binding.
(3) Oral agreements are only valid if confirmed in writing by TMZ.
III. Scope of Contract
(1) The scope of services shall be determined by the order confirmation or a written description of services confirmed by TMZ and the contracting party.
The contracting party must review the specifications for accuracy and completeness and provide their approval. Subsequent change requests may lead to separate agreements regarding deadlines and pricing.
IV. Service Provision
(1) TMZ will endeavour to meet the agreed delivery dates as closely as possible to the extent possible.
(2) Services may be provided, at TMZ’s discretion, by TMZ’s own employees or by independent third parties acting on behalf of TMZ.
(3) Insofar as the delivery and service are divisible, TMZ may also provide them in parts.
(4) Unless otherwise agreed, the transport of deliveries shall be at the risk and expense of the contracting party.
(5) The Contracting Party shall ensure that TMZ receives all documents necessary for the fulfillment and execution of the contract in a timely manner, even without a specific request from TMZ, and that TMZ is informed of all events and circumstances relevant to the execution of the contract. This also applies to all documents, events, and circumstances that only become known during TMZ's work. Likewise, the Contracting Party shall ensure that
to create organizational framework conditions for the provision of services.
(6) If the execution of the order is prevented by the contracting party after the contract has been signed, TMZ is entitled to insist on performance or to claim damages in the amount of the entire fee.
(7) If the execution of the order is prevented by circumstances that constitute a valid reason on the part of TMZ, TMZ is only entitled to the portion of the remuneration corresponding to the services already rendered. This applies in particular if, despite termination, the services already rendered are usable by the contractual partner.
V. Prices and Payment
(1) The Zahlungen shall be carried out in accordance with the order confirmation.
(2) Undesignated Zahlungen shall be applied first to reminder fees, then to interest, and then to the oldest outstanding debt.
(3) Default interest shall be 12% per annum.
(4) The contractual partner is not entitled to withhold Zahlungen due to incomplete overall delivery, warranty or guarantee claims or complaints.
(5) The offsetting of agreed Zahlungen against counterclaims by the contractual partner is excluded, unless the counterclaim is determined by a court.
(6) The Contracting Party acknowledges TMZ's right to assign or sell claims.
(7) Compliance with the agreed payment terms is a fundamental condition for the performance of the delivery or service by TMZ. In the event of non-compliance with the agreed payment terms, TMZ is entitled to cease all work and delivery and to withdraw from the contract. TMZ will invoice for services rendered to date, and the contractual partner shall bear these costs. TMZ reserves the right to assert further claims for full performance and payment, as well as for damages.
(8) For orders comprising multiple units, TMZ is entitled to invoice upon delivery of each individual unit or service. The payment terms stipulated for the overall order apply equally to partial invoices.
VI. Acceptance, Notice of Defects
(1) Deliveries and services of any kind, including in particular data provided, must be checked immediately by the contractual partner and any complaints regarding defects must be submitted in writing without delay.
(2) If the contractual partner fails to inspect deliveries and services, in particular data, or to report defects, he waives any claim for damages that he may incur as a result of defects.
(3) Complaints are only valid if they concern reproducible defects and if they are made in writing within 2 weeks of delivery or performance or, in the case of custom software, after program acceptance.
VII. Warranty
(1) The contractual partner’s warranty claims are limited to rectification, price reduction and supply of the missing items.
(2) The contractual partner is not entitled to refuse acceptance, deliveries and services due to insignificant defects.
(3) TMZ shall not be held liable for delays in delivery or performance, nor for cost increases, arising from incorrect, incomplete, or subsequently amended information or documents provided by the customer, and such delays or increases shall not constitute a breach of contract by TMZ. Any resulting additional costs shall be borne by the customer.
(5) In the event of unjustified assertion of warranty claims, TMZ is entitled to charge the contractual partner the costs incurred at the applicable rates.
VIII. Liability
(1) TMZ expressly excludes liability for damages resulting from slight negligence.
(2) Likewise, liability is excluded for damages resulting from improper operation, modified operating system components, interfaces and parameters, use of unsuitable organizational resources and data carriers, abnormal operating conditions, transport damage, lack of organizational framework conditions and incomplete documentation.
(3) Compensation for consequential damages and pecuniary losses, lost savings, lost interest and damages arising from third-party claims against TMZ is excluded in any case to the extent permitted by law.
(4) Claims for damages shall in any event become time-barred one year after delivery of the goods or services. They are limited to the amount of the invoice for the goods or services giving rise to the claim for damages.
IX. Retention of Title
(1) TMZ retains ownership of the delivered products and of the products and developments resulting from processing and manufacturing until all claims now existing or arising in the future against the contractual partner have been satisfied.
(2) The retention of title applies to those sums of money received by the customer as a result of the sale of the goods and services provided by TMZ. The customer is obliged to keep these sums of money separate.
(3) TMZ must be notified immediately of any measures which could jeopardize the retention of title.
(4) The Client shall bear all costs of any intervention proceedings and any defense measures that TMZ deems necessary.
X. Loyalty and duty of confidentiality
(1) The contracting parties undertake to act loyally towards each other.
(2) They further undertake to keep confidential any knowledge of any kind concerning the contracting party and not to disclose any data or documents of any kind to unauthorized third parties.
(3) This obligation shall also be imposed on third parties who are involved in the performance of the reciprocal obligations.
XI. General Terms and Conditions
(1) Austrian law shall apply exclusively.
(2) The competent court in A-8600 Brcu an der Mur shall be the place of jurisdiction.
(3) The applicability of the UN Convention on Contracts for the International Sale of Goods (CISG) to contracts is expressly excluded.
(4) Unless otherwise stated in the order confirmation, the place of performance for all services shall be the location of TMZ in A-8624 Aflenz.
(5) Should individual provisions of a contract or these General Terms and Conditions be or become invalid, the remaining content of this contract shall not be affected.
(6) There are no amendments or side agreements to this contract. They, as well as any waiver of this written form requirement, are only valid and effective if made in writing.
(7) The contracting party expressly consents to the transmission of advertising emails from TMZ to him in accordance with Section 107 of the Telecommunications Act.
Rudolf Fluch
Managing Director
