1. Scope and Application

1.1. Business Customers Only

These General Terms and Conditions ("Terms") apply exclusively to all contracts, sales, deliveries, and services provided by StreamView GmbH ("StreamView", "we", "us") to business customers ("Customer", "you") as defined under Section 1 of the Austrian Consumer Protection Act.

1.2. Binding Application

These Terms automatically apply to all current and future business transactions, including repeat orders, spare parts, repairs, and related services, even when not explicitly referenced. Your acceptance of delivery or payment constitutes acceptance of these Terms.

1.3. Exclusion of Customer Terms

Your general terms of purchase, procurement conditions, or any conflicting provisions are expressly excluded and shall not form part of any contract, regardless of whether we explicitly object to them.

1.4. Modification Rights

We may update these Terms at any time with 30 days' written notice. Continued business relationship after the notice period constitutes acceptance of the modified Terms.

1.5. Financial Deterioration Termination

We may immediately terminate any contract if your financial condition deteriorates significantly, including but not limited to insolvency or restructuring proceedings, payment defaults to creditors, significant credit rating downgrades, or loss of credit insurance coverage.

2. Hierarchy of Agreements

2.1. Written Agreement Priority

Separately negotiated written agreements signed by both parties take precedence over these Terms. However, these Terms continue to govern all matters not expressly covered by such signed agreements.

2.2. Integration Clause

These Terms, together with our written order confirmations and any signed separate agreements, constitute the complete and exclusive statement of the terms governing our business relationship.

3. Orders, Pricing & Payment

3.1. Contract Formation and Orders

Non-Binding Quotations
All quotations, price lists, product information, and promotional materials constitute invitations to submit orders and are not binding offers. We reserve the right to modify specifications, prices, and availability without notice.

Contract Formation
Binding contracts are formed only upon:

• Our written order confirmation, or
• Actual delivery of goods (with delivery note or invoice serving as confirmation)

Order Acceptance and Requirements

• We may accept or reject orders at our sole discretion within 14 days of receipt
• Orders not confirmed within this period are deemed rejected
• Verbal agreements or modifications are invalid unless confirmed in writing by an authorised StreamView representative
• Minimum Order Value: €1,000 (orders below incur a €25 handling fee)
• Minimum Order Quantity: One full pallet per product model, unless otherwise agreed
• Mixed pallets are subject to additional handling charges at our discretion.

3.2. Pricing Structure

All prices are net amounts excluding:

• Value Added Tax (VAT)
• Customs duties and import taxes
• Shipping and handling costs
• Packaging and environmental fees

3.3. Exchange Rate Protection

If exchange rate fluctuations increase our costs by more than 10% between order confirmation and delivery, and the parties cannot agree on an appropriate price adjustment, we may withdraw from the contract. All resulting costs and damages shall be borne by you and cannot be charged to StreamView.

3.4. VAT and Cross-Border Sales

• EU Deliveries: VAT-free invoicing requires a the valid VAT ID for destination country provided before delivery
• Invalid VAT ID: Results in retroactive VAT charges plus administrative fees
• Non-EU Deliveries: Invoiced without VAT; customer is responsible for all customs procedures

3.5. Standard Payment Terms and Consequences

Unless otherwise agreed:

• Payment is due immediately upon delivery and invoice receipt
• Final payment deadline: 14 calendar days from the invoice date, provided all outstanding amounts are covered by StreamView's debtor insurance
• Extended payment terms require adequate credit insurance coverage or alternative security arrangements
• No deductions, discounts, or set-offs permitted without written agreement

3.6. Prohibited Payment Methods

We do not accept personal/company checks, bills of exchange, promissory notes, cash payments, or cryptocurrency.

3.7. Payment Default Consequences

Upon payment default:

• Interest Rate: Unpaid amounts shall accrue default interest at a rate equal to the then-current 3-month EURIBOR rate plus 5% per annum, adjusted quarterly. Notwithstanding the foregoing, the default interest rate shall in no event exceed 12% per annum or fall below 5% per annum.
• Collection Fee: EUR 40 flat fee plus actual collection costs exceeding this amount
• Acceleration: All outstanding amounts become immediately due
• Delivery Suspension: Future deliveries suspended pending payment or security
• Contract Withdrawal: After a 14-day written cure period, we may withdraw and demand the return of goods
• Discount Forfeiture: All discounts, rebates, and volume bonuses are automatically forfeited

3.8. Payment Restrictions

You may only withhold or offset payments for defects unknown at contract conclusion (unless due to your gross negligence), claims we have acknowledged in writing, claims established by final court judgment, or reasonable retention amounts proportionate to legitimate defect claims.

4. Delivery Terms and Risk Transfer

4.1. Standard Delivery and Risk Transfer

Unless otherwise specified in writing:

• Delivery to ground level at your facility's curbside during normal business hours
• Risk of loss or damage transfers upon delivery at the agreed location, notice of readiness, or your failure to accept delivery
• If delivery is delayed due to your fault or request, the goods are stored at Your expense and risk from the scheduled delivery date
• Storage fees may be charged at market rates when goods are stored due to customer delay.

4.2. Partial Deliveries and Modifications

We may make partial deliveries unless you have expressly excluded this in writing at the time of ordering, provided no additional costs are imposed on you and the delivery schedule remains reasonable. We reserve the right to make reasonable modifications to the delivery scope during contract execution if necessary for technical, legal, or safety reasons.

4.3. Delivery Delays and Extensions

Delivery periods extend automatically for:

• Force Majeure Events: Natural disasters, pandemics, government actions, war, terrorism
• Supply Chain Disruptions: Supplier delays, transportation strikes, border closures
• Technical Issues: Product recalls, safety modifications, regulatory changes
• Customer-Caused Delays: Specification changes, delivery postponements, access restrictions

We will notify you promptly of force majeure events and the expected duration. Either party may withdraw if performance becomes impossible for more than 90 days. For all delivery delays, you must notify us in writing whether you continue to require delivery or withdrawal from the contract.

4.4. Export Documentation Compliance

• For all export deliveries, you must provide complete customs clearance confirmations, export declarations with official stamps, proof of delivery to the final destination, and any other documentation required by applicable export laws.
• Failure to provide export documentation may result in VAT charges and delivery suspension.
• Incoterms® 2020 apply to interpret delivery and risk terms where applicable.

5. Compliance, Environmental, and Export Requirements

5.1. Legal Compliance Warranty

You warrant ongoing compliance with all applicable laws, including anti-corruption and anti-bribery legislation, competition and antitrust laws, export control and sanctions regulations, environmental protection requirements, labour and employment standards, and data protection and privacy laws.

5.2. Responsible Business Practices

You agree to comply with the Responsible Business Alliance (RBA) Code of Conduct (available at responsiblebusiness.org), particularly regarding the prohibition of child and forced labour, safe working conditions and environmental protection, ethical business practices and anti-corruption measures, and supply chain responsibility and transparency.

5.3. Compliance Violations and Non-EU Markets

Material violations of compliance requirements result in immediate contract termination without notice, your obligation to indemnify us for all resulting damages, suspension of all business relationships pending investigation, and reporting to relevant authorities where legally required.
For sales outside the European Union, you are solely responsible for ensuring products meet all local regulatory requirements, obtaining necessary certifications and approvals, providing appropriate adapters and modifications, managing all customs and import procedures, and complying with local consumer protection laws.

5.4. Environmental Responsibility and Documentation

• Packaging Costs: Basic packaging is charged separately
• Environmental Compliance: You are responsible for the proper disposal of packaging materials, WEEE-regulated devices, batteries, and accessories according to local law
• Take-Back Programs: Available where required by law at additional cost
• Enhanced Export Documentation: You must maintain complete export compliance records for audit purposes, provide end-user certificates when requested, report any re-export or destination changes immediately, and bear all costs and penalties for documentation failures or compliance violations

6. Intellectual Property & Security Rights

6.1. Intellectual Property Protection

All technical documentation, drawings, specifications, calculations, and materials we provide remain our exclusive property. You may not copy, reproduce, modify, or disclose them to third parties without our prior written consent.

6.2. Brand Representation and Marketing

You and your affiliates may not present yourselves as official representatives or agents of StreamView or any licensed brands, registered trademarks or domain names incorporating our brand elements, or create an impression of direct partnership with brand owners.

• Marketing Approval Process: Unless previously authorised in writing through a general marketing agreement, all promotional activities utilising our intellectual property must be submitted in writing at least five (5) weeks before the intended launch date. Such submissions must include a detailed description of proposed materials, distribution channels, target audience demographics, and geographic scope of activities. Our express written approval is mandatory before any production, publication, or distribution may commence.
• Prohibited Associations: Our brands must never be associated with political opinions, adult content, gambling, violence, illegal activities, or competitive products without express permission.

6.3. Marketing Approval Process

If not confirmed in general before all promotional activities using our intellectual property require a written submission is required at least 5 weeks before the intended launch date with a detailed description of proposed materials, channels, target audience, and geographic scope. Our written approval is required before any production, publication, or distribution.

6.4. Prohibited Associations

Our brands must never be associated with political opinions, adult content, gambling, violence, illegal activities, or competitive products without express permission.

6.5. Brand Protection Obligations and Consequences

You must monitor your territory for brand infringement, report suspected violations within 5 business days, cooperate in enforcement actions, and maintain brand reputation through appropriate business practices.
Unauthorised use of our intellectual property results in immediate contract termination, your liability for all cancellation fees and damages, legal action for infringement, and recovery of all costs, including legal fees.

6.6. Comprehensive Title Retention

We retain full ownership of all delivered goods until complete payment of the specific purchase price, settlement of all amounts owed under our ongoing business relationship, and satisfaction of any security interests or guarantees provided.

6.7. Authorised Use and Assignment Rights

• While the title is retained, you may resell goods in the ordinary course of business, use or install goods for their intended purpose, and process or incorporate goods into other products, provided third-party purchasers are informed of our retained ownership rights.
• Upon resale, your claims against third-party purchasers are assigned to us as security equal to our outstanding claims against you. You may collect assigned claims until we revoke this authorisation, and collections must be properly accounted for and remitted upon demand.

6.8. Recovery and Default Events

You must immediately notify us of any seizure, attachment, enforcement actions, insolvency proceedings, or third-party claims affecting our goods. Upon payment default, cessation of payments, insolvency proceedings, material breach, or significant financial deterioration, all authorisations cease immediately, and we may demand immediate return of reserved goods at your expense and risk.

7. Quality Assurance and Warranty

7.1. Inspection and Notice Requirements

You must examine goods promptly upon delivery for quantity, quality, and conformity. Report visible defects in writing within 14 working days of delivery and hidden defects within 14 working days of discovery but but no later than 3 months after delivery. Late notice results in complete forfeiture of all warranty and damage claims.

7.2. Defect Investigation and Warranty Exclusions

• Upon defect notification, you must preserve goods in unaltered condition for our inspection, provide reasonable access for examination, submit samples or return goods as requested, and refrain from disposal or modification pending investigation. Non-cooperation voids all warranty rights.
• No warranty coverage for defects caused by improper installation/operation/maintenance, failure to follow instructions, use of incompatible accessories, unauthorised modifications or repairs, normal wear and tear, environmental factors, or acts of third parties.

7.3. Remedy Selection and Limitations

• For valid warranty claims, we will determine the appropriate remedy: repair, replacement, or credit refund. If the initial remedy fails after a reasonable time and effort, you may withdraw from the contract or accept a proportionate price reduction. No other remedies are available.
• We do not cover additional costs if goods have been moved from the original delivery location, unless movement was necessary for intended use, required by law, or we specifically authorized the relocation in writing.

7.4. Consumer Warranty (End-User Sales)

For products sold to end-user consumers:

• Standard Warranty Period: 36 months from consumer purchase date
• Consumable Components: Batteries covered per applicable local law minimums
• Geographic Scope: Applies in all jurisdictions where products are sold
• Warranty Transfer: Coverage automatically transfers to subsequent owners during the warranty period
• B2B Exclusion: This consumer warranty does not apply to your business use

8. Termination & Liability

8.1. StreamView Termination Rights

We may terminate contracts immediately for good cause, including material breach of these Terms, payment default or financial distress, compliance violations, insolvency proceedings, regulatory prohibitions, force majeure events exceeding 90 days, or loss of required licenses.

8.2. Termination Process and Compensation

Written termination notice specifies effective date and reasons. Your payment obligations become immediately due, outstanding deliveries are cancelled unless otherwise specified, and goods subject to retention of title must be returned at your expense. For justified termination, you are entitled only to compensation for verified costs incurred before the termination notice, with no compensation for lost profits or consequential damages.

8.3. Customer Termination Rights

You may terminate only for our material breach continuing for 30 days after written notice, force majeure events preventing performance for more than 90 days, or mutual written agreement.

8.4. Liability Standards and Caps

Our liability is limited to damages caused by:

• Intentional misconduct: Full liability for all foreseeable damages
• Gross negligence: Liability subject to monetary caps below
• Slight negligence: No liability except for personal injury

8.5. Monetary Liability Caps

• Per incident: StreamView's liability is capped at 10% of the value of the current delivery
• Per calendar year: StreamView's aggregate liability is capped at 25% of the annual turnover with you
• Personal injury: No monetary limits apply
• Product liability: Statutory requirements override these limits

8.6. Excluded Damages and Claim Requirements

• We are not liable for indirect, consequential, or incidental damages; loss of profits, revenues, or anticipated savings; business interruption or production delays; data loss or corruption; third-party claims against you; or damages exceeding the value of goods giving rise to the claim.
• All damage claims must be submitted in writing by registered mail, received within 3 months of the damaging event, and supported by adequate documentation. Late claims are permanently barred. We assume no responsibility for data loss during product inspection, testing, repair, or return shipping. You must secure all data before sending devices to us.
• You must take reasonable steps to minimise damages when they occur.

9. Data Protection & Assignments

9.1. Assignment and Transfer Rights

• We may assign our rights and claims against you to banks and financial institutions, factoring and collection companies, or affiliated companies and subsidiaries. We will provide advance written notice with the assignee's contact details.
• You may not assign any rights or claims against us without our prior written consent, which we may withhold in our sole discretion. Neither party may transfer contract obligations without the other party's written consent.

9.2. Data Processing and Protection

• We process your personal data for contract execution and performance, order processing and delivery coordination, customer relationship management, legal compliance and record keeping, and credit assessment and risk management.
• We implement appropriate technical and organisational measures to protect personal data and impose equivalent obligations on our employees and contractors. Personal data is retained for the duration of the active business relationship, additional periods required by law (typically 7 years for commercial records), and the time necessary to resolve legal claims or disputes.
• For complete information about data processing, your rights, and how to exercise them, see our Privacy Policy at www.streamview.com and tv.mythomson.com.

10.  Dispute Resolution and Governing Law

10.1. Performance Location and Jurisdiction

Vienna, Austria, is the place of performance for all deliveries, payments, and contractual obligations. Vienna courts have exclusive jurisdiction for all disputes, though we may alternatively bring actions in your jurisdiction or any court having jurisdiction under international law. There is a 30-day amicable resolution period before litigation.

10.2. Applicable Law and Enforcement

All contractual relationships are governed by Austrian substantive law, excluding Austrian conflict-of-law rules and the UN Convention on Contracts for the International Sale of Goods (CISG). Judgments obtained in Austrian courts are enforceable in your jurisdiction under applicable international treaties and conventions.

10.3. StreamView's Additional Rights

StreamView reserves the right to initiate legal proceedings in the courts of your country or region, or in any other court or arbitration tribunal that has jurisdiction over the dispute under international law, and further reserves the right to claim venue on behalf of your affiliated companies.

11.  Final Provisions

11.1. Terms Availability and Updates

Current Terms are published at www.streamview.com and tv.mythomson.com, with printed copies available upon written request. Updates become effective 30 days after publication unless urgent circumstances require immediate effect. Continued business relationship constitutes acceptance of updated Terms.

11.2. Severability and Language

If any provision is invalid, illegal, or unenforceable, remaining provisions continue in full force, and the invalid provisions are replaced by valid provisions achieving similar commercial results. The English version is authoritative and binding, with translations provided for convenience only.

11.3. Complete Agreement and Survival

These Terms, together with written order confirmations and signed separate agreements, constitute the complete understanding between the parties and supersede all prior negotiations, representations, or agreements. Our failure to enforce any provision does not constitute a waiver of our right to enforce it later. Provisions that by their nature should survive contract termination remain in effect, including warranty, liability limitation, intellectual property, and dispute resolution clauses.