1) Applicability
a) The General Terms and Conditions form an integral part of all contracts between MXR tactics
GmbH (hereinafter MXR) and the natural or legal person (hereinafter CLIENT) to whom MXR
sells hardware or software and grants licenses for software usage rights. The following terms
and conditions apply exclusively.
b) Standard terms and conditions provided by the CLIENT shall only be recognized if MXR
expressly agrees to their validity in writing. The following terms and conditions apply exclusively
to companies or public corporations.
2) Legal obligations, documentation, confidentiality
a) The CLIENT always bears full responsibility for the operation of a venue. The CLIENT is
responsible for compliance with all legal obligations in connection with the operation of an MXR
system. This includes suitable and sufficient measures for data protection, the protection of
minors and disabled access.
b) The CLIENT undertakes to comply with all relevant anti-bribery and anti-corruption laws in the
applicable legal system.
c) All Documentation and other materials provided by MXR shall remain the sole property of MXR,
regardless of their delivery to CLIENT.
d) Such documentation and materials are confidential, and CLIENT must obtain MXR’s prior written
approval to reproduce them, make them available to third parties or use them on behalf of third
parties.
e) CLIENT shall enforce the above obligations in a reasonable and appropriate manner against its
employees.
3) Terms of payment, prohibition of set-off, transfer of risk, force majeure
a) Payments must be made within 7 days of invoicing.
b) If the CLIENT is in default of payment, the unpaid portion shall bear interest at the rate of 1.5%
per month, without prejudice to any other remedies available to MXR. Furthermore, MXR is
entitled to withhold the service; in the case of periodic payments, MXR is entitled to cancel the
service.
c) The CLIENT is not entitled to offset its claims unless these claims are undisputed or have been
confirmed by an unappealable court decision.
d) If, after the conclusion of the contract, MXR learns of circumstances that could jeopardize the
enforcement of the payment claim, MXR may set a reasonable period of time during which
CLIENT may decide whether to fulfil its contractual obligations or provide adequate security. If
CLIENT does not make use of any of the above options before the expiry of this period, MXR
shall be entitled to withdraw from the contract without prejudice to the claim for further damages.
e) Transfer of risk, costs and insurance is Ex Works (Incoterm EXW) Hall in Tirol, Austria.
f) Transfer of risk, costs and insurance is Ex Works (Incoterm EXW) Hall in Tirol, Austria.
g) If MXR is prevented from providing the service for a period of more than six months due to force
majeure, MXR shall be released from its delivery obligation and CLIENT shall be entitled to
withdraw from the contract.
4) Delivery of non-conforming goods
a) CLIENT must inspect the delivered Goods immediately upon receipt and determine whether they
comply with the terms of the Contract. MXR must be notified immediately if the delivery is
incomplete or if the goods are defective. If the CLIENT fails to comply with these conditions, the
goods shall be deemed to have been accepted. In the event of defects, CLIENT may choose
between rectification of the defect and redelivery. MXR may require CLIENT to pay a reasonable
part of the contract price, taking into account the defectiveness of the goods delivered.
b) If MXR does not remedy the defect or fulfil the new delivery within a reasonable period of grace
notified by CLIENT, CLIENT shall be entitled to reduce the contract price or withdraw from the
contract and claim damages. The CLIENT shall not be entitled to do so in the case of minor
defects in the goods.
c) The CLIENT shall not be entitled to claim remedies for defects arising from improper or
inadequate handling, use or maintenance of the goods or from the provision of inadequate
infrastructure by the CLIENT (or a third party).
d) The CLIENT may not claim any warranty in respect of products under development or prototypes
or due to normal wear and tear. This also applies to augmented reality glasses, head-mounted
units, replicas of weapons or peripheral devices, weapon attachments or notebooks and routers,
unless the CLIENT can prove that the defect already existed when the item was delivered.
e) The CLIENT’s claims shall become time-barred 12 months after delivery of the goods in
accordance with the statute of limitations.
5) Liability
a) MXR shall be liable without limitation for acts carried out intentionally or with gross negligence.
MXR shall only be liable for acts carried out with slight negligence if they violate the important
obligations set out in this Agreement. Liability is limited to typical unforeseeable damages and
may not exceed 5% of the CLIENT’s annual turnover.
b) Liability for indirect and unforeseeable damages, for a standstill of operations and for loss of use,
loss of data, loss of profits, lost savings as well as costs for development, additional labor costs
or costs for product recalls as well as pure financial losses due to claims by third parties is
excluded in the case of slight negligence.
c) Any further liability beyond the provisions contained in this document is excluded regardless of
the legal nature of the claim asserted.
d) Limitations and exclusions of liability under Sections 5.1 – 5.3 do not apply to any liability
required by law (e.g. based on the Product Liability Act) or to liability assumed under an assured
quality guarantee. To the extent that MXR’s liability is excluded or limited, these exclusions and
limitations also apply to the personal liability of any employees, representatives, officers and
vicarious agents.
6) Intellectual property
a) In the event that a third-party assert claims against the Client for infringement of an intellectual
property right in respect of the goods supplied by MXR and used by the Client in accordance
with the contract, MXR’s liability shall be subject to the following provisions.
b) MXR shall, at its discretion and expense, either obtain the necessary licenses for the Goods,
design the Goods in such a way that no rights are infringed, replace the Goods with alternative,
non-infringing products of appropriate performance, or take back the Goods and refund the
Contract Price.
c) MXR will only be liable if the CLIENT immediately notifies MXR in writing of the claims asserted
by the third party, if the CLIENT refuses to acknowledge the infringement, and if all measures to
defend the third party’s claim are reserved to MXR. In the event that the Client does not use the Goods to mitigate the damage or for similarly important reasons, the Client must inform the third
party that no acknowledgement of the infringement of the relevant intellectual property right can
be derived from such non-use.
d) MXR’s liability is excluded if either the CLIENT is responsible for the infringement of the
intellectual property right or if the infringement results from an application of the product that was
not foreseeable by MXR or from an adaptation of the goods requested by the CLIENT in the
individual case or from changes to the goods or combinations of the goods with other products
not supplied by MXR or with other equipment. In such cases, the CLIENT shall indemnify and
hold MXR harmless against all claims by third parties resulting from this breach.
e) The sale of the Goods and/or the granting of a license of rights to the CLIENT does not entail the
acquisition of a license from MXR for the use of the industrial property and copyrights to
combinations of the Goods with other equipment.
f) Further claims by the CLIENT are excluded.
7) Final provisions
a) The business relationship between MXR and the CLIENT shall be governed by and construed in
accordance with the laws of the Republic of Austria. The exclusive place of performance for all
delivery and payment obligations of the CLIENT is the administrative headquarters of MXR. The
place of jurisdiction for all disputes resulting from the business relationship is Innsbruck, Austria.
b) If these terms and conditions become invalid now or in the future or if gaps should become
apparent, their validity shall remain unaffected, but MXR and the CLIENT will mutually replace
those terms and conditions in such a way that they achieve the desired economic purpose,
considering both parties interests. Any additions or changes to the contract and its ancillary
agreements must be made in writing.
c) The CLIENT, as a licensee, is responsible for complying with all legal obligations related to the
operation of the MXR system, including the security and safety of the premises.