Terms and Conditions

Status: October 2026

PRICES AND TERMS OF PAYMENT

All prices are net and quoted in EUROS (€). The legal sales tax shall be invoiced additionally at the current statutory level. All fees and taxes shall be borne by the contracting partner. All payments must be made free of any expense or deductions according to the terms of payment after the invoice date to the AGILOX Services bank account specified on the invoice. In the case of delay in payment AGILOX Services GmbH shall be entitled to take the goods delivered into safekeeping retaining title without withdrawing from the contract until the amount receivable including the additional expenses has been paid in full. AGILOX Services GmbH does not offer discounts or rebates. Deliveries or services exceeding the offer shall be invoiced at cost according to the prices and rates (for services) agreed upon in Article Rates for supply of services. The contracting partner undertakes to ensure compliance with special provisions of law, for example official authorizations, at its own expense. Additional costs incurred due to special provisions of law or realities as well as regulatory requirements are not included in the package price and must be paid by the contracting partner. The MINIMUM ORDER VALUE is € 150,00.

NON-APPLICABILITY OF ANY GENERAL TERMS AND CONDITIONS

AGILOX Services GmbH declares that it will conclude contracts exclusively on the basis of these General Terms and Conditions and the conditions of its offer. Any General Terms and Conditions of the contracting partner are expressly rejected and will only be deemed agreed upon if AGILOX Services GmbH accepts them expressly in writing.

ACCEPTANCE and PARTIAL INVOICES

The contracting partner is obligated to accept the goods and services supplied by AGILOX Services. Services will be deemed to have been accepted when the services are actually performed. For partial shipments partial invoices can be made every time. When partial payments are agreed, default will occur if even one partial payment is not made by the applicable payment date or made in full. In the event of default the full outstanding balance will be due for immediate payment. In the event of default AGILOX Services GmbH will also have the right to take the goods delivered into safekeeping retaining title without withdrawing from the contract until the amount receivable including the additional expenses has been paid in full.

RETENTION OF TITLE

AGILOX Services GmbH retains legal ownership of the goods until payment is made in full. If the goods have not been paid in full, subsequent sale, pledge, leasing or a similar transfer by the contracting partner for valuable consideration or free of charge shall only be permitted if AGILOX Services GmbH has been informed of this intention sufficiently long in advance, disclosing the name and/ or company and detailed (business) address of the purchaser and if AGILOX Services GmbH expressly gives its consent to the sale in writing. If AGILOX Services GmbH gives its consent, the purchase price claim shall be deemed to have been assigned to AGILOX Services GmbH already now, and AGILOX Services GmbH shall have the right to notify the third-party debtor of such assignment. It is understood that when goods are used in the manufacture of a new product that is owned by the contracting partner, the contracting partner will provide AGILOX Services GmbH with joint ownership in the new product and keep it safe, free of charge, for AGILOX Services GmbH. The share in ownership held by AGILOX Services GmbH shall be based on the proportion of the value of the goods subject to retention of title to the value of the new product. AGILOX Services GmbH must be informed immediately of any attachment or confiscation of the goods subject to retention of title by third parties. Costs thereby incurred shall be borne by the contracting partner in any case, unless they must be borne by a third party.

(INTELLECTUAL PROPERTY) RIGHTS

All (intellectual property) rights to any service supplied by AGILOX Services GmbH are expressly due to AGILOX Services GmbH or its group companies. The contracting partner will be granted rights of use to the extent of the agreed services for its own purposes when the contract is concluded. The contracting partner is not allowed to re-license, change, publish, rent out or lease any services rendered and/or supplied by AGILOX Services without the express written consent of AGILOX Services GmbH or to make them accessible to others via networks or in any other way for valuable consideration or free of charge or to analyze its workings (reverse engineering).

WARRANTY

The warranty period shall be 24 months and shall commence upon acceptance of the services in accordance with the section Acceptance and Partial Invoices.

The existence of defects must be proven by the contracting partner without undue delay and must be notified to AGILOX Services GmbH without undue delay, in a specified manner and in writing. The provision of § 924 of the Austrian General Civil Code (ABGB) shall not apply.

The warranty obligation shall only exist if the contracting partner demonstrates that it has fulfilled the inspection and maintenance obligations described in the system documentation.

AGILOX Services GmbH does not assume any guarantees in the legal sense, whether express or implied. Wear parts are excluded from warranty.

EXCLUSION OF LIABILITY

Any liability of AGILOX Services GmbH and all persons associated with it is excluded in all cases coming into consideration, except in cases of mandatory liability due to deliberate action or gross negligence. In cases of slight negligence AGILOX Services GmbH assumes liability exclusively for personal injuries. Any liability of AGILOX Services GmbH for damage not typical for the contract, direct / indirect damage caused by a defective product, particularly lost profit, loss of anticipated savings, production downtime and/or disruption and other financial losses, is excluded – except in cases of deliberate action or gross negligence by AGILOX Services GmbH. Claims from warranty cease to exist after lapse of six months of the date on which the damage and at-fault party become known to the contracting partner. Moreover, AGILOX Services GmbH assumes liability exclusively within the scope of its third-party liability insurance in direct connection with its scope of supply and performance per damage event with the sum paid out under the liability insurance policy.

Works exceeding the scope of work as per contract may only be performed after obtaining the express written consent of AGILOX Services GmbH. AGILOX Services GmbH will not be liable for works performed by persons employed by it to perform work here under unless such works are included in the scope of performance ordered.

The contracting partner must ensure proper and full state-of-the-art data backup and provide AGILOX Services GmbH with evidence thereof at request. If there is a breach of this backup and testing duty, any liability of AGILOX Services GmbH will be excluded, and the same applies in the event of failure to meet the inspection and maintenance obligations.

EXPORT CONTROL AND SANCTIONS SCREENING

The contracting partner agrees to provide AGILOX Services GmbH with all information necessary for export control and sanctions screening—in particular regarding end recipients, end users, their ownership structure, the end use, and the intended country of destination—in a complete and truthful manner on an ongoing basis throughout the entire term of the contract, and to notify AGILOX Services GmbH of any changes without delay.

The contracting partner represents and warrants that neither it nor its direct or indirect shareholders, beneficial owners, officers, employees, or any other persons attributable to it are listed on any sanctions list maintained by the European Union, the United Nations, the Republic of Austria, or any other competent authority, and that it will not enter into or maintain any transactions in connection with the goods provided by AGILOX Services GmbH with natural or legal persons who are listed on such a sanctions list or who are owned or controlled by such a listed person.

The contracting partner must provide AGILOX Services GmbH with a precise and complete description of the intended end use of the delivered goods in the respective country of destination. Upon request by AGILOX Services GmbH, the intended end use must be verified prior to delivery by means of appropriate documentation (a declaration of end use or an official authorization issued by the country of destination).

NO RE-EXPORT TO RUSSIA AND BELARUS

(1) The contracting partner shall not sell, export or re-export, directly or indirectly, to the Russian Federation or for use in the Russian Federation any goods supplied under or in connection with this Agreement that fall under the scope of Article 12g of Council Regulation (EU) No 833/2014 as amended. Regarding Belarus, the same applies to goods that fall under the scope of Article 8g of Council Regulation (EC) No 765/2006 as amended.

(2) The contracting partner shall undertake its best efforts to ensure that the purpose of paragraph (1) is not frustrated by any third parties further down the commercial chain, including by possible resellers.

(3) The contracting partner shall set up and maintain an adequate monitoring mechanism to detect conduct by any third parties further down the commercial chain, including by possible resellers, that would frustrate the purpose of paragraph (1).

(4) Any violation of paragraphs (1), (2) or (3) shall constitute a material breach of an essential element of this Agreement, and AGILOX Services GmbH shall be entitled to seek appropriate remedies, including, but not limited to:

(i) termination of this Agreement; and
(ii) a penalty of 10% of the total value of this Agreement or price of the goods exported, whichever is higher.

(5) The contracting partner shall immediately inform AGILOX Services GmbH about any problems in applying paragraphs (1), (2) or (3), including any relevant activities by third parties that could frustrate the purpose of paragraph (1). The contracting partner shall make available to AGILOX Services GmbH information concerning compliance with the obligations under paragraph (1), (2) and (3) within two weeks of the simple request of such information.

CONFIDENTIALITY

The contracting partner is obligated to keep all circumstances relating to the business of AGILOX Services GmbH and its group companies that become known to it, secret, including, but not limited to, all trade and business secrets. The contracting partner must not exploit such information or make it accessible or provide it to third parties. This obligation shall survive any termination of the relationship between the parties and must also be imposed on employees, group companies and other assistants of the contracting partner.

DATA PROTECTION

The parties undertake to comply with the applicable data protection acts as amended from time to time and other relevant associated statutory regulations. Information on data protection is available at https://www.agilox.net/en/privacy-policy-imprint/

DATA USE

AGILOX Services GmbH provides the contracting partner with a connected product, the use of which generates or makes accessible data within the meaning of Regulation (EU) 2023/2854 (“Data Act”). With regard to the use of such data by AGILOX Services GmbH, the parties agree to the provisions set forth in Annex 1 “Data Use”. Pre-contractual information is available at https://www.agilox.net/en/pci.

PLACE OF JURISDICTION

The parties submit all their disputes arising out of this Quotation to the exclusive jurisdiction of the competent Courts of the company domicile of AGILOX Services GmbH.

GOVERNING LAW

The Quotation is governed exclusively by the laws of Austria excluding its conflict of laws rules. The UN Convention on Contracts for the International Sale of Goods is excluded.

FORCE MAJEURE

A force majeure event shall be an event which AGILOX Services GmbH was unable to prevent and which makes it unreasonable for AGILOX Services GmbH to fulfil its obligations; this includes in particular (i) natural forces such as earthquakes, lightning, frost, storms, floods, or similar events, (ii) pandemics, epidemics, or similar events, (iii) statutory orders and prohibitions, (iv) sanctions of any kind, (v) work stoppages or lockouts (in particular strikes and industrial action), (vi) operational disruptions, and (vii) other causes not within the sphere of AGILOX Services GmbH (each a “FORCE MAJEURE EVENT”).

If AGILOX Services GmbH is wholly or partially prevented from fulfilling its contractual obligations, in particular its delivery obligations, due to a FORCE MAJEURE EVENT, or if AGILOX Services GmbH can no longer ensure the fulfilment of such obligations, AGILOX Services GmbH shall be released from its obligations for the period and to the extent that the FORCE MAJEURE EVENT prevents or impedes performance, and all deadlines (in particular delivery deadlines) shall be suspended for such period, plus a reasonable start-up period, without the contracting partner being able to derive any claims against AGILOX Services GmbH therefrom. This shall not affect the obligation to fulfil existing or established payment obligations of the contracting partner.

If the duration of a FORCE MAJEURE EVENT exceeds 6 (six) weeks, AGILOX Services GmbH shall be entitled to withdraw from the contract in whole or in part without setting a grace period. It is expressly stated that a withdrawal from the contract due to the occurrence of a FORCE MAJEURE EVENT shall not give rise to any obligation on the part of AGILOX Services GmbH to pay damages (including contractual penalties) or other compensation for disadvantages, regardless of the legal basis.

AGILOX Services GmbH shall notify the contracting partner as promptly as possible after becoming aware of the occurrence of a FORCE MAJEURE EVENT. Furthermore, AGILOX Services GmbH shall, where possible, provide the contracting partner with a legally binding assessment of the expected duration and extent of the impediment to performance.

MISCELLANEOUS

Any purchase orders, amendments of or supplements to a contract must be in writing. The same applies to a change of the requirement of written form.

Offsetting claims by AGILOX Services or its group companies against counterclaims of any kind whatsoever is excluded unless such counterclaims are expressly recognized by AGILOX Services GmbH in writing or a determination of insolvency is made by a court. Withholding rights or any other rights to withhold performance on the part of the contracting partner are excluded.

The contracting partner of AGILOX Services GmbH waives the application of § 934 of the Austrian General Civil Code (ABGB) within the meaning of § 351 of the Austrian Commercial Code (UGB), i.e. the right to rescission on the grounds of laesio enormis (rescission for gross disparity), as well as the right to challenge or adjust the contract on the grounds of error or on the grounds of the initial absence or subsequent lapse of the basis of the transaction.

If any provision hereof is held invalid or unenforceable, whether in whole or in part, the validity of all other provisions shall not be affected thereby. The parties hereto shall replace the invalid or unenforceable provision by a valid and enforceable provision coming as close as possible to the content and purpose of the invalid or unenforceable provision.

Annex 1 “Data Use”

With regard to the use of non-personal data by AGILOX Services GmbH, the following provisions shall apply:

1. Definitions
   • “Data” means all available data and required metadata generated, collected, transmitted or technically made accessible to AGILOX Services GmbH by the connected product.
   • “Available data” means those data held by AGILOX Services GmbH in the course of providing a service.
   • “Non-personal data” means data that do not relate to an identified or identifiable natural person.
   • “User-specific economic insights” means evaluations from which the economic situation or market strategies of the contracting partner can be directly derived and the knowledge of which could significantly impair the commercial position of the contracting partner.

2. Subject matter of the agreement
   • The subject matter of this provision is the granting of a comprehensive, non-exclusive right to AGILOX Services GmbH to use the non-personal data arising in connection with the use of the product/service by the contracting partner and/or already available at AGILOX Services GmbH for the purposes set out in this agreement.
   • The contracting partner declares that it is either the owner of the product or is contractually entitled to use the product under a rental, leasing or similar agreement. The contracting partner has taken note of the pre-contractual information provided by AGILOX Services GmbH within the meaning of the Data Act.
   • AGILOX Services GmbH lists the data in its “pre-contractual information”, including a description of the nature or quality, estimated scope, collection frequency, storage location and retention period of the data. If additional data beyond those specified in the “pre-contractual information” are used during the term of this contract, the contracting partner shall be informed in advance in a timely manner.

3. Permitted purposes of data use

AGILOX Services GmbH may collect, store, evaluate and otherwise use the data, including by machine within the meaning of Art. 3 No. 1 AI Act, in particular for the following purposes; the following list shall be interpreted broadly:

• fulfilment of a contract with the contracting partner or performance of activities in connection with such a contract (e.g. invoicing, preparation and provision of reports or analyses, financial forecasts, impact assessments, calculation of social benefits);
• provision of support, warranty, guarantee or similar services or examination of claims by customers, suppliers or third parties (e.g. in relation to malfunctions of the product) in connection with the product or the related service;
• monitoring and maintaining the functionality, security and protection of the product or the related service and ensuring quality control;
• improvement of the functioning of products or related services offered by AGILOX Services GmbH;
• development of new products or services by AGILOX Services GmbH, by third parties acting on behalf of the provider (i.e. where AGILOX Services GmbH decides which tasks are delegated to these parties and what benefits result therefrom), in cooperation with other parties or through special purpose vehicles (such as joint ventures);
• the aggregation of such data with other data or the creation of derived data for any lawful purpose, including for the purpose of selling or otherwise making available such aggregated or derived data to third parties, provided that such data do not enable the identification of specific data transmitted by the connected product to AGILOX Services GmbH, and do not allow third parties to derive such data from the dataset;
• fulfilment of statutory, regulatory or contractual obligations of AGILOX Services GmbH;
• internal reporting and controlling of AGILOX Services GmbH.

To the extent technically possible, AGILOX Services GmbH may aggregate, pseudonymise or anonymise the data before analysis.

4. Restriction pursuant to Art. 4(13) Data Act
   • Notwithstanding the foregoing rights, AGILOX Services GmbH shall not use the data in a manner that would result in the targeted acquisition of user-specific economic insights, knowledge of which would noticeably impair the business position of the contracting partner in the markets it serves.
   • An impairment shall not be deemed to exist in particular where AGILOX Services GmbH uses the data only in aggregated or anonymised form, where the evaluation serves solely to improve its services, or where the findings cannot be traced back to the specific contracting partner.
   • The contracting partner acknowledges that AGILOX Services GmbH is entitled to obtain and use general findings, industry benchmarks or comparable evaluations, provided that no conclusions can be drawn regarding the trade or business secrets of the contracting partner.

5. Disclosure to third parties and group companies
   • AGILOX Services GmbH may use affiliated companies within the meaning of Directive 2013/34/EU and other suitable service providers for data processing. These shall be contractually obligated to use the data exclusively for the purposes set out above.
   • Further disclosure – for example to technology partners or research institutes – shall be permissible if the data have been previously anonymised or aggregated in such a way that tracing back to the contracting partner is excluded.
   • Disclosure of non-anonymised data to third parties for their own purposes shall only take place with the consent of the contracting partner, unless a statutory obligation exists.

6. Protective measures and confidentiality
   • AGILOX Services GmbH shall implement appropriate technical and organizational measures to protect the data against unauthorized access, alteration or loss. These measures may be adapted to the current state of technology and the economic viability of AGILOX Services GmbH.
   • The following information shall be deemed confidential:

• information relating to trade secrets, the financial situation or other aspects of the business activities of a party, unless such party has already published such information;
• information relating to the contracting partner and third parties, unless they have already published such information.

Both parties undertake to take all reasonable measures to store confidential information securely and not to make such information accessible to any third party, unless:

1. one of the parties is legally obligated to disclose the relevant information,
2. it is necessary for one of the parties to disclose the relevant information in order to fulfil its obligations under this contract, or
3. one of the parties has obtained the prior consent of the other party or of the party that provided or is affected by the disclosure of the confidential information.

• These confidentiality obligations shall also apply after termination of the contract.
• These confidentiality obligations shall not supersede stricter obligations under Regulation (EU) 2016/679 (GDPR), the implementing provisions of Directive 2002/58/EC or Directive (EU) 2016/943, or other provisions of Union or Member State law.
• To the extent that the data or interfaces provided to the contracting partner contain trade secrets of AGILOX Services GmbH, the contracting partner undertakes to take all necessary technical and organisational measures to preserve the confidentiality of such data. Disclosure to third parties shall only be permissible with the prior written consent of the provider.
• The contracting partner is prohibited from using the data received to reverse-engineer the product or service of AGILOX Services GmbH or to develop a product that competes with the product of AGILOX Services GmbH. In the event of any disclosure of data by the contracting partner to a third party, the contracting partner shall ensure that the protection of trade secrets within the meaning of Art. 5(9) Data Act is observed and that the requirements of Art. 6 Data Act are met; in particular, the contracting partner shall contractually oblige the third party to comply with the restrictions of Art. 6(2) Data Act.

7. Information rights of the contracting partner

Upon written request, AGILOX Services GmbH shall inform the contracting partner to a reasonable extent about the nature and general purposes of data use under this agreement. There shall be no entitlement to disclosure of internal strategies, algorithms, source codes or other trade secrets of AGILOX Services GmbH.