General Terms and Conditions

1. General Information

Hereinafter, the term "DOT" refers to DOT Telematik und Systemtechnik GmbH, with its registered office in Vienna and business address at Glanzinggasse 35/1/1D, A-1190 Vienna, registered in the commercial register of the Vienna Commercial Court under FN 517978h, and the term "Customer" refers to any natural or legal person who enters into a business relationship with DOT. The customer confirms to be an entrepreneur. These General Terms and Conditions apply to the exclusion of any terms and conditions of the Customer for each individual contract or framework supply contract to be concluded between DOT and the Customer, including in the form of e-commerce transactions based on orders placed by the customer via any digital platforms of DOT, as well as for any follow-up orders in the course of an ongoing business relationship. An order placed by the Customer shall be deemed an acceptance of these General Terms and Conditions. The following terms and conditions shall also apply if the Customer refers to its own deviating general terms and conditions when concluding the contract and/or if these are printed on the Customer's documents, in particular on order forms. Counter-confirmations by the Customer with deviating terms and conditions are expressly rejected. INCOTERMS in the current version of the ICC (International Chamber of Commerce; currently: INCOTERMS 2024) shall only apply on the basis of express written confirmation or express agreement and to the extent expressly specified therein.
DOT's offers are subject to change and non-binding.
In the event that DOT has expressly made a binding offer, such offers shall be valid for a period of 30 calendar days, unless they contain a different acceptance period. The price basis for such an offer shall be the labor and material costs as well as transport costs on the date the offer is made. If labor and material costs or transport costs increase subsequently, DOT shall be entitled, notwithstanding any outstanding validity period, to increase the offer price in line with such price increases.
Orders or changes to orders confirmed by the Customer, as well as verbal agreements, shall only be deemed accepted or binding once they have been confirmed in writing by DOT by authorized representatives or expressly agreed via a DOT digital platform in accordance with the procedure specified therein. Correspondence of any kind that merely confirms receipt of an order (such as, but not limited to, automatically generated electronic confirmations of receipt sent by email for transactions via DOT digital platforms) does not amount to an acceptance of an order. Silence on the part of DOT does not qualify as consent.
The languages used for contracts, orders, and complaints are German or English.

2. Subject matter of the contract

The subject matter of the contract comprises, on the one hand, the delivery by DOT to the customer of telematics devices in the form of tracking devices and/or sensors ("X-Rayl® DEVICE(S)") (hardware including integrated software) based on individual orders placed by the Customer for a predetermined delivery volume (in single deliveries or partial deliveries), whereby such individual orders placed by the Customer shall qualify as purchase contracts and therefore as obligations to perform at a specified place and time following a corresponding order confirmation by DOT. The installation of the X-Rayl® DEVICE(S) shall be carried out by the Customer at its own expense. When installing the XRayl® DEVICE(S), the Customer must comply with the installation standards specified by DOT.
On the other hand, DOT provides its Customers with telematics data ("DOT-Link Digital SERVICES") that can be accessed via a service agreement for the hardware, including integrated software, sold in accordance with the X-Rayl® system description and using the DOT-Link mobile website or the X-Rayl® Scanner APP (Android and IOS). This service agreement is concluded for a fixed term of 72 (seventy-two) months from delivery of the respective tracking devices and/or sensors. The term is automatically extended for a further 12 (twelve) months unless one of the contracting parties terminates this service agreement in whole or in part with effect as per the end of the aforementioned 6-year period by giving six months' prior notice in writing by registered mail or courier. The possibility of terminating the service agreement for good cause with a corresponding grace period remains unaffected for both parties.
The X-Rayl® DEVICE(S) contain SIM chips or mobile SIM cards that remain the property of the mobile network operator with whom DOT has a corresponding contract. DOT accepts no liability for any interruption of the mobile network and/or GPS service. The mobile SIM cards may only be used in X-Rayl® DEVICE(S). The costs for SIM chips or mobile SIM cards shall be borne by DOT.
X-Rayl® DEVICE(S) send messages at an agreed frequency ("transmission frequency"). This transmission frequency can only be maintained without interruption if the solar-powered X-Rayl® DEVICE(S) has sufficient energy reserves. The energy reserve has been dimensioned for use on freight cars throughout the year and across Europe and is based on calculations and technical constraints according to DOT's actual knowledge. Any deviation from these calculated normal conditions, such as excessive contamination, unfavorable installation, excessively long stays in dark places, frequent sensor communication, or the use of new performance features, can lead to a greater drop in energy reserves and reduced transmission frequencies. DOT accepts no responsibility or liability for any impairments to the transmission frequency that are beyond DOT's control.
The specific content and scope of DOT's deliveries and services are determined exclusively by DOT's order confirmation and the contractual content specified therein. Changes deemed technically necessary or reasonable by DOT, as well as changes in shape, color, and/or weight, are permissible and do not require the Customer's consent, provided that the main features of the service are not unreasonably altered.
For the sake of clarity, it is hereby stated that DOT (except in the context of processing of warranty claims) is not obliged to take back contract products (also not following the expiry of their reasonably estimated operating cycle) and that such an obligation is also contractually excluded to the extent permitted by law. This shall not affect any existing discharge agreements by manufacturers of lithium batteries installed in DOT's contract products and any legally binding (and non-excludable) obligations of the aforementioned manufacturers (or of DOT, the latter to the extent that this is required by law) in this context. Devices returned by the Customer within the warranty period that were defective upon delivery will, in accordance with Section 11 of these General Terms and Conditions, be properly disposed of at DOT's expense and replaced with a (defect-free) replacement device (which may also be used, but must correspond to the returned device in terms of condition, previous usage and functionality), provided that the respective defect has been asserted by the Customer within the warranty period in accordance with the provisions of these General Terms and Conditions. In such case, the costs of transport shall be borne by DOT. Devices returned within the warranty period that do not have any defects will be refurbished by DOT at the Customer's request for consideration and returned to the Customer thereafter. In such cases, the costs of transport shall in any case be borne by the Customer. In the event of defects in the devices occurring after the warranty period has expired, the Customer is obliged to dispose such devices at its own expense. If such devices are returned by the Customer and accepted by DOT notwithstanding the preceding provision, the disposal costs will be charged on to the Customer.

3. Delivery and transfer of risk

The delivery periods or dates specified by DOT for X-Rayl® DEVICE(S) are ex works (EXW, Incoterms 2024) and, subject to the provisions set out below, are only binding once the order confirmation has been issued, but in no case before receipt of agreed advance payments, proven letters of credit, or bank guarantees. Delivery is made exclusively for the intended use. Any lead times or delivery time windows specified in the order confirmation without explicit reference to their binding nature (without indication of a binding delivery date) are for information purposes only and are not binding on DOT.
For larger quantities, delivery shall be made in tranches of 120 X-Rayl® DEVICE(S) per month. The first delivery shall generally be made approximately (10) weeks after the order is placed.
In the case of call-off orders, the ordered goods shall be ready for dispatch on the bindingly confirmed delivery date (the date bindingly notified to the Customer on the order confirmation). If the Customer does not call off the ordered goods by the confirmed delivery date, this constitutes default in acceptance. In such case, DOT is entitled, in addition to the rights granted under Section 7 of these General Terms and Conditions, to demand the takeover of the ordered and manufactured products. In the event that the Customer does not accept delivery of the ordered products on the delivery date (the date notified to the Customer on the order confirmation), the Customer shall be liable for all costs incurred by DOT in connection with the handling, transport, storage, and insurance of the goods ordered.
Activation of DOT-Link Digital SERVICES begins upon delivery of the respective X-Rayl® DEVICE(S).
In the event that DOT fails to meet a delivery date, the Customer shall, to the extent permitted by law, be obliged to expressly grant a reasonable grace period, depending on DOT's current order situation. If this grace period expires without result or DOT declares that it is unable to deliver, the Customer shall be entitled to withdraw from the respective individual contract. The withdrawal must be made in writing within one week after the expiry of the grace period or DOT's declaration in accordance with the above. In the case of framework agreements or framework supply agreements, the right of withdrawal is limited to the specific delayed delivery. DOT shall be liable for any damages incurred by the Customer in accordance with the provisions of Section 12 of these General Terms and Conditions.
Unless expressly agreed otherwise in writing, DOT is entitled to make the delivery in one or more parts.
Unless expressly agreed otherwise in writing, DOT is entitled to pass on orders to third parties, in whole or in part, without the Customer's consent. The Customer hereby expressly consents to such assignment of orders to third parties.
DOT and the Customer shall agree separately on the exact performance characteristics of the contractual deliveries and services. If the exact performance characteristics (specifications, dimensions, quantity, quality, etc.) for an order are not obtained from the Customer in time, DOT shall be released from any obligation to comply with a binding delivery date, if any. Upon granting of a reasonable grace period for the specification, DOT reserves the right to withdraw from the contract, in which case DOT shall be entitled to charge a contractual penalty of 10 percent of the net order value concerned, plus any applicable VAT. DOT shall remain entitled to assert further claims for damages. Alternatively, DOT shall also be entitled to insist on performance of the contract and, upon granting of a reasonable grace period, to determine the missing specifications itself in a manner binding on the Customer.
DOT's obligation as to delivery within the agreed binding period of time is expressly contingent on the timely performance by the Customer of (i) all payment obligations of the Customer, and (ii) all other obligations under the contract by the Customer, if and to the extent any failure to timely perform any such other obligations hinders or otherwise impedes delivery by DOT within the agreed period of time.
As soon as the contract products are ready for collection on the confirmed delivery date, all risks and hazards shall pass to the Customer at the place of performance (DOT's place of business).
If, at Customer's request, DOT ships the contract products to a location other than the place of performance, all risks and hazards shall pass to the Customer as soon as DOT has handed over the contract products to the shipping agent, carrier, or any other person or agency designated for such handling.
In the case of free-of-charge deliveries, DOT reserves the right to choose the carrier, unless expressly agreed otherwise in writing.
Reminders and deadlines set by the Customer must be made in writing. A grace period must be reasonable.

4. Prices

All prices are as agreed in Euro and shall be exclusive of VAT, unless a different currency has been agreed with the Customer. Payments may only be made in the agreed currency.
Prices are outlined separately for X-Rayl® DEVICE(S) (one-time), installation and assembly costs (optional, one-time), DOT-Link Digital SERVICES (charged per X-Rayl® DEVICE on a monthly basis), and maintenance after the warranty period has expired (charged per X-Rayl® DEVICE on a monthly basis).
The agreed monthly net remuneration for DOT-Link Digital SERVICES consists of the costs for communication (including SIM card) and the costs for the selected web application and/or data forwarding to an agreed interface. It is calculated per X-Rayl® DEVICE(S)®. In view of the term of the DOT-Link Digital SERVICES of at least 72 months, stability in value is agreed with regard to the aforementioned monthly net remuneration in accordance with the following provisions: The adjustment of the monthly net remuneration is based on changes in the TLI Önace 21 "Metal production and processing employees" tariff labor cost index published by "Statistik Austria" in Austria. The starting point for adjustment is the index figure published for the month preceding the date of conclusion of the respective contract relating to DOT-Link Digital SERVICES. The basis for comparison shall be the last (monthly) index figure of the aforementioned tariff labor cost index published prior to DOT's invoicing of the agreed monthly net remuneration for the respective DOT-Link Digital SERVICES. The monthly net remuneration shall be adjusted to the extent that the above-mentioned basic labor costs have changed in the comparison period, whereby changes of up to and including 3% are not to be considered. Adjustments shall be made when the aforementioned threshold of 3% is reached or exceeded in relation to the total index change (and not only in relation to the portion exceeding the aforementioned threshold of 3%) and shall apply to all further monthly net remunerations, which become due for payment following a corresponding (justified) written request from DOT or the Customer. The index figure of the aforementioned tariff labor cost index TLI Önace 21 ‘Metal production and processing employees’ on which the respective index adjustment is based shall serve as the starting point for future value adjustments. In the event of adjustments to the monthly net remuneration based on the above provisions of more than 15% per calendar year, the other party shall have the right to withdraw from the individual contract concerned (in both cases only in relation to outstanding services regarding DOT-Link Digital SERVICES) within 10 calendar days of written notification if it does not accept the monthly net remuneration adjusted in accordance with the above provisions. The contracting party requesting the adjustment may also unilaterally avert such withdrawal by the other contracting party if it waives the index adjustment resulting from the above provisions in writing (to the extent such adjustment exceeds 15% of the monthly net remuneration per calendar year) within 10 calendar days of receipt of the notice of termination by the other contracting party.
DOT and the Customer further agree that DOT does not produce all X-Rayl® DEVICE(S)® that are the subject of an order in stock. Between the conclusion of the contract and delivery of the products, circumstances may arise that significantly increase the manufacturing costs of the products to be manufactured and which could not be taken into account in the underlying price calculation at the time the contract was concluded. Therefore, value stability is also agreed with regard to the respective agreed net remuneration for X-Rayl® DEVICE(S)®, in accordance with the following provisions: The adjustment of the net remuneration is again based on changes in the TLI Önace 21 "Metal production and processing employees" tariff labor cost index published by "Statistik Austria" in Austria. The starting point for adjustment is again the index figure published for the month preceding the date of conclusion of the respective contract relating to X-Rayl® DEVICE(S)®. The basis for comparison shall be the last (monthly) index figure of the aforementioned tariff labor cost index published prior to the date of delivery of the ordered goods. The net remuneration shall be adjusted to the extent that the above-mentioned basic labor costs have changed in the comparison period, whereby changes of up to and including 3% are not to be considered. Adjustments shall be made when the aforementioned threshold of 3% is reached or exceeded in relation to the total index change (and not only in relation to the portion exceeding the aforementioned threshold of 3%) and shall apply to all deliveries following a corresponding (justified) written request from DOT or the Customer. In the event of adjustments to the net remuneration based on the above provisions of more than 15% per calendar year, the other party shall have the right to withdraw from the individual contract concerned (in both cases only in relation to outstanding deliveries or partial deliveries) within 10 calendar days of written notification if it does not accept the net remuneration adjusted in accordance with the above provisions. The contracting party requesting the adjustment may also unilaterally avert such withdrawal by the other contracting party if it waives the index adjustment resulting from the above provisions in writing (to the extent such adjustment exceeds 15% of the net remuneration per calendar year) within 10 calendar days of receipt of the notice of termination by the other contracting party. The monthly net remuneration shall change in line with the change in the above-mentioned basic wage under the collective agreement in the reference period whereby changes of up to and including 3% are again disregarded. Adjustments shall be made when the aforementioned threshold of 3% is reached or exceeded in relation to the index change (and not only in relation to the portion exceeding the aforementioned threshold of 3%) and shall apply to all deliveries following a justified written request by DOT.
Unless otherwise agreed in writing by DOT (in particular in the form of INCOTERMS), the prices listed and confirmed in the price list are understood to be duty unpaid and exclusive of shipping costs and the costs of any transport insurance, on a 14-day net basis. Any additional costs incurred shall be borne by the Customer.
If a currency other than the Euro has been agreed with the Customer and this currency depreciates against the Euro by 5 percent or more after conclusion of the contract compared to the time of conclusion of the contract, the net remuneration shall increase in line with this depreciation. DOT may charge a corresponding (nominal) price increase at the latest upon transmission of the invoice.
Unless expressly confirmed in the order confirmation or otherwise agreed, subject to the above provisions on price adjustments due to increases in production costs and/or devaluation, the DOT price list valid at the time of the order confirmation, including the surcharges and discounts specified therein, shall apply. The prices listed in DOT's price list are not binding for DOT and are subject to adjustment by DOT in the event of obvious errors.
Deviations in the invoiced price from that stated in the order confirmation, insofar as these result from contractual service charges such as storage fees or delivery quantity surcharges/discounts, shall be accepted by the Customer.
Call-off orders are subject to the existence of a valid storage agreement, which must be agreed separately between DOT and the Customer.

5. Terms of payment

The payments for the X-Rayl® DEVICE(S) (hardware)and installation costs must be made within 14 calendar days of delivery and the invoice date, whichever is later. Upon placing an order (and therefore in any case before delivery), a down payment of 30% of the net order amount plus VAT is due. Payments must be made to the account specified by DOT.
Service packages for "DOT-Link Digital SERVICES" and hardware maintenance are invoiced monthly in arrears. Payments must be made within 14 calendar days after the end of the month and the invoice date, whichever is later. Billing for service packages begins with the month following delivery.
If the Customer fails to comply with the agreed terms of payment, DOT is entitled to postpone the fulfillment of its own obligations until the outstanding payments or other deliverables have been made, and to charge the associated costs (e.g., costs of storage and removal from storage, storage fees) plus administrative expenses in a reasonable amount.
The Customer may only effectively exercise a right of retention if there are such significant defects or services missing that make the use of the delivered products impossible. In this case, the right of retention is limited to twice the estimated cost of remedying the defect.
The Customer is only entitled to offset undisputed or legally established claims. Otherwise, payments must be made without deduction within 14 days of the invoice date, unless otherwise agreed in these General Terms and Conditions or separately in writing. The place of performance for the payment is the registered office of DOT. Bills of exchange and checks as means of payment, as well as discounts as deductions, are only accepted by DOT if expressly approved in the invoice. Money orders, bills of exchange, and checks are not accepted in lieu of performance, but only on account of performance. In the case of payment by money order, bill of exchange, or check, performance shall only be deemed to have been effected when the bank credit entry is made. Bank charges shall be borne by the Customer. DOT accepts no liability for timely presentation.
In the event of late payment, default interest at a rate of 800 basis points above the 3-month EURIBOR rate for the invoiced currency per annum shall be charged. DOT shall also be entitled to reimbursement of all costs incurred in connection with reminders, collection, inquiries, and investigations, as well as legal advice.
If there are outstanding claims from deliveries for which ownership of the delivered goods has been transferred, incoming payments shall first be credited against these claims and only after they have been covered in full shall they be credited against claims for which retention of title still exists. Partial payments made by the Customer shall first be credited against accrued costs and other ancillary charges (e.g., default interest, reminder fees) and only then against outstanding claims from deliveries. Any other payment allocations made by the Customer shall be invalid.
In the event of a significant deterioration in the Customer's financial situation after the date of order confirmation, or in the event of cancellation or reduction of the credit insurance for the respective customer, DOT shall be entitled, regardless of any deferral granted or acceptance of bills of exchange or checks, to demand prior to production full or partial payment of the purchase price or the provision of further securities from the Customer to the extent deemed sufficient by DOT. If the Customer fails to comply with this demand, DOT shall be entitled to withdraw from the individual contract concerned, but also from framework supply agreements or contracts for an indefinite period of time, in each case after having granted a reasonable grace period.
To the extent permitted by law, DOT shall be entitled to early terminate any applicable contract for good cause, while simultaneously demanding the settlement of all outstanding payment claims, if the Customer or a third party applies for the opening of insolvency proceedings against the Customer's assets, or if the Customer is generally no longer able to meet its payment obligations, or if the Customer is over-indebted according to its balance sheet.

6. Retention of title

The delivered products remain the property of DOT until the purchase price has been paid in full, including any default interest, reminder and collection fees, and other costs that may have already been accrued. The Customer must adequately insure the goods subject to retention of title. The Customer is not entitled to pledge the goods subject to retention of title or to assign them as security.
The Customer is entitled to use the goods subject to retention of title within the scope of its normal business activities as long as the Customer is not in default of payment.
The Customer is obliged to make book entries indicating the retention of title and the assignment of security and to notify DOT immediately of any access by third parties (in particular seizures) to goods subject to retention of title.
If the Customer violates its obligation to notify DOT immediately in the event of access by third parties, DOT shall be entitled to immediately assert all claims against the customer irrespective of whether or not such claims have already become due or not.

7. Default by the Customer

In the event of default/refusal of acceptance for more than 14 calendar days, DOT shall be entitled, in addition to all other rights to which DOT is entitled (such as withdrawal and private sale at the Customer's expense), to store the contract products at the Customer's expense and risk and to invoice them as duly delivered and accepted. In this case, the purchase price shall immediately become due.
If the Customer is in default with payments of amounts due under the contract (see also section 5.6 above), DOT shall be entitled, after expiry of a grace period of 3 calendar days following notification to the Customer, to suspend all further deliveries until payment of all outstanding amounts has been received by DOT. In addition, in the event of default of payment by the customer, DOT shall be entitled, after granting a reasonable grace period, to withdraw from the individual contract concerned (as well as all other individual contracts or framework supply contracts, even if no default of payment has yet occurred in relation to these) and to demand payment of all outstanding invoice amounts, including those not yet due or deferred. In such cases, any agreed discounts shall be invalid and DOT shall be entitled to claim the full invoice amount without deductions.
The aforementioned options for handling cases of default shall not give rise to any liabilities or obligations on the part of DOT towards the Customer, in particular obligations to pay damages.

8. Force majeure

Events of force majeure entitle DOT, to the exclusion of any claims (in particular claims for damages) by the Customer, to extend the delivery period by the duration of the respective event plus a reasonable period for recommencement of operations, or, if the event of force majeure lasts for more than four weeks, to terminate the individual contract or framework supply contract affected in part or in full. DOT shall inform the Customer of the occurrence of a force majeure event within a reasonable period of time and, in the event of termination of the contract, shall repay any consideration already received to the extent appropriate.
Any and all events the cause of which is beyond the reasonable control of DOT shall be deemed events of force majeure, including but not limited to:
1. labor disputes of any kind, difficulties in obtaining transportation, closed borders, government orders, export embargoes, or other circumstances that affect DOT's operations; or
2. force majeure, acts of war, insurrections/revolutions, terrorism, sabotage, arson, fire, natural disasters, pandemics, and national and/or international governmental measures, including all governmental sanctions applicable to DOT (in any case including US sanctions, insofar as compliance with them would not be legally impermissible under European law), and border closures, including as a result of pandemics and/or other cases of force majeure (including all direct and indirect effects of COVID-19) and failure to obtain necessary governmental approvals; or
3. delivery delays or delivery failures by DOT's suppliers as a result of energy crises or raw material supply crises, or if the procurement of raw materials cannot be carried out at economically reasonable conditions in terms of price and/or quantity and this was not foreseeable for DOT at the time of conclusion of the respective individual contract for DOT, as well as all other causes for which DOT is not responsible.
The implementation period of DOT-Link Digital SERVICES shall be extended by the period of delay caused by force majeure.

9. Intellectual property, third-party rights, legal regulations, confidentiality

Unless otherwise specified below, the copyright and all other intellectual property rights, as well as all drawings, operating and maintenance manuals, templates, symbols, designs, software (including updates and new versions), plans, records, instructions, know-how, prints, and specifications, as well as all other documents made available to the Customer in connection with the contract products and services, shall remain the exclusive property of DOT (or, where applicable, its third-party suppliers). The agreed remuneration shall be deemed remuneration for the licensing of all intellectual property rights to the extent necessary to enable the Customer to use the respective subject matter of the contract in accordance with the contract at the licensed location on a non-exclusive basis.
In addition, the Customer is entitled to sell or otherwise transfer the contract products and services (again together with the license to all intellectual property rights to the extent necessary to enable the Customer to use the respective contract product and services in accordance with what is set out in Section 0 above) to the Customer's current or future affiliated companies and to third parties (subject to DOT's consent, which may not be unreasonably withheld, provided that the third party enters into a corresponding service agreement with DOT for DOT-Link Digital SERVICES for at least the remaining term of the fixed contract term agreed with the Customer). A sale or other transfer of the contract products and services to competitors of DOT is not permitted.
The Customer warrants to DOT that the specifications provided or made available by the Customer for the performance of the contract, including texts, illustrations, graphics, barcodes, letterings or similar, do not conflict with any relevant legal requirements and do not infringe (industrial property) rights of third parties, also neither at nor for the licensed location. DOT shall inform the Customer accordingly in the event of such claims being asserted.
DOT, in turn, warrants to the Customer that the contract products and services do not conflict with any relevant legal requirements and do not infringe (industrial property) rights of third parties either at or for the licensed location. The Customer shall inform DOT accordingly in the event of such claims being asserted.
In the cases referred to in Sections 9.3 and 0, the Customer or DOT shall be entitled and obliged, at their discretion, to acquire the corresponding rights of use from the third party or to redesign their specifications in such a way that no third-party rights are infringed. In addition, the party obligated in each case shall compensate the party entitled in each case for all damages and costs incurred by the latter as a result of the assertion of third-party claims. In the cases specified in Section 0, DOT shall also be entitled, as an alternative, to replace the delivery or service with a comparable delivery or service that does not infringe the rights of third parties, or to take back the X-Rayl® DEVICE(S) against reimbursement of the purchase price, taking into account the payments already received (less a reasonable usage fee for the period from delivery to return). The aforementioned obligations of the respective obligated party shall apply provided that the respective entitled party immediately notifies the respective obligated party in writing of the claims asserted by the third party, does not acknowledge any infringement, and reserves all defensive measures and settlement negotiations for the respective obligated party.
Claims by the respective entitled party shall be excluded if it is responsible for the infringement of intellectual property rights, in particular if the claim is based on improper use or misuse of the contract products and services, or on modifications made without the written consent of the other party, or on equipment machinery or construction that does not belong to the contract products and services and was therefore not manufactured by the obligated party.
Documents provided to the Customer by DOT are intended exclusively for contractual use, are therefore confidential, and may not be disclosed to third parties without the written consent of DOT. The Customer undertakes to protect any (industrial property) rights of DOT or its suppliers and is liable for all damages resulting from a breach of this obligation.
On the basis of existing (intellectual property) rights or existing know-how of DOT, DOT shall have sole ownership of all rights, legal titles and claims to all derived industrial property rights and all derived know-how generated or developed by DOT or in cooperation with the Customer in the course of fulfilling the contract.
DOT is entitled to affix its company name or logo to the products covered by the contract.

10. Software license

DOT grants the Customer the personal, non-exclusive, non-transferable, limited right to use the software for the operation of the contract products at the licensed location. Software refers to the software and software libraries made available to the Customer by DOT directly or indirectly, including, but not limited to, upgrades, new releases and versions, modifications, additions, updates, and fixes, as well as any documentation and know-how in this context.
The Customer does not receive any right whatsoever to use the source code of the software supplied by DOT. DOT and/or its licensors remain the owners of the licensed software/firmware at all times.
The Customer may not, and may not allow anyone else to:
1. copy, reproduce, market, resell, sublicense, distribute, rent, lease, lend, pledge, port to another computer platform, create derivative works from, or adapt or modify the software;
2. use the software unless DOT has provided for this in the technical specifications;
3. access, use, or compile the source code;
4. decompile, reverse engineer, or structurally disassemble the software, or otherwise attempt to extract the source code of the software, unless permitted by mandatory law;
5. remove, alter, or modify any program labels or proprietary notices; or
6. use the software in a manner that is contrary to the purpose of using the contract products and services.
If the Customer is nevertheless entitled to perform any of the activities described above due to mandatory legal provisions, DOT or its licensors retain all rights to any copy, translation, modification, adaptation, or version of the software, including any improvements or developments thereto. At DOT's request, the Customer shall use all reasonable efforts to transfer these rights to DOT or its licensors or shall not restrict the rights on behalf of DOT or its licensors. All rights to the generated data and database content are reserved by DOT, unless expressly agreed otherwise.
The software contains software components, elements, or programs that have been licensed from third parties. The right to use this third-party software, to which the respective rights belong to third parties, is subject to the Customer's ongoing obligation to comply with the license terms applicable to this third-party software. Upon reasonable request by the Customer, DOT may provide relevant information about this third-party software.
The software or parts of the software may be subject to embargoes, political or trade sanctions, and/or export control restrictions. The Customer is obligated to comply with all applicable embargo, sanction, and export control laws and regulations, in particular those of the United Nations, the United States, and the European Union, as amended from time to time.
The Customer acknowledges and agrees that the software contains or constitutes confidential information belonging to DOT (and its licensors) and may not be disclosed to third parties without the prior written consent of DOT. The Customer is only entitled to disclose the software or parts thereof to employees, directors, officers, and consultants of the Customer on a need-to-know basis only. The Customer is not entitled to use the software for any purpose other than the contractual use of the contract products and services.

11. Warranty

Subject to the following provisions, DOT solely warrants that X-Rayl® DEVICE(S) as well as DOT-Link Digital SERVICES and any other services provided by DOT to the Customer shall comply with all properties and characteristics expressly agreed in writing at the time when risk passes to the Customer risk (in the case of services, at the time of performance). DOT does not provide any warranty for defects caused by improper handling, normal wear and tear, storage, or other actions and omissions on the part of the Customer or third parties, in particular failure to observe the operating or assembly instructions. Similarly, DOT does not provide any warranty for a specific use or usability of the contract products and services, unless this has been expressly agreed in writing. Unless otherwise specified above, DOT makes no further representations or warranties of any kind, whether statutory or otherwise.
A delivery shall be deemed to have been made in accordance with the contract if any deviations in quantity, dimensions, thickness, and format of the products delivered by DOT to the Customer comply with the agreed specifications or, in cases where no agreement has been made in this regard, with international industry standards. Notwithstanding the above provisions, deviations that are customary in the trade, negligible, technically unavoidable, or technically irrelevant shall in any case not be considered defects.
It is expressly agreed that DOT only warrants those properties, characteristics, or specifications of the delivered products and services as promised properties, characteristics, or specifications that (i) were agreed in writing at the time the contract was concluded (and not in any informal correspondence or verbal agreement before or after the date of conclusion of the contract) or (ii) are expressly stated in the technical data sheets attached to the individual contracts as the basis of the contract in their currently valid version.
If contract products are stored for a long period of time, impairments may occur. If, for reasons for which the Customer is responsible, the products are not used within a period of 2 months from the date of delivery or the date of call-off, any resulting impairments to the contract products shall be deemed in accordance with the contract and to have been accepted by the Customer.
The Customer is obliged to inspect the delivered contract products for defects immediately upon delivery. In the event of a breach of the obligation to immediately inspect the delivered contract products, any claims for warranty and damages in relation to the defects concerned shall be excluded. If the Customer wishes to use defective and rejected products, this requires the prior written consent of DOT. In addition, the following provisions apply to the assertion of defects:
1. in the case of quantity defects (excess or shortfall in the delivery quantity according to the contract), the notice of defect must be made immediately, but no later than seven days after receipt of documents showing the weight or quantity of the delivered quantity, or delivery;
2. If quality defects can be detected upon inspection of the delivered contract products or their packaging or by taking samples, the complaint must also be made immediately, but no later than seven days after delivery.
3. If quality defects cannot be detected by inspection or sampling, the complaint must be made immediately after the defects have been detected, but no later than until expiry of the warranty period as set out below.
Defects/complaints that are reported later than specified in items a. to c. of these General Terms and Conditions will not be considered, and such late notification will result in the exclusion of any warranty claims and claims for damages in relation to the defects concerned.
In the event of complaints, the Customer must precisely describe the delivered contract products, list the defects complained about individually and in detail, and at the same time provide DOT with supporting documents and material. The notification must be made in writing and addressed to DOT. If such a complaint is not made in accordance with the above provisions, any resulting disadvantages shall be borne by the Customer.
Until the matter has been clarified, the Customer shall store the delivered contract products properly and, in the interests of both contracting parties and provide for insurance of such products with full coverage at least up to the purchase price.
The Customer is also obliged to notify the carrier (freight forwarder) immediately, but in any case within the period specified in the transport contract, if there is suspicion of transport damage. At the same time, DOT must also be informed in writing of any possible transport damage in this case.
Any defect of deliverables shall be remedied at DOT's discretion by free repair (within a reasonable period of at least 4 (four) weeks) or by replacement of the defective item. However, if repair or replacement is impossible or involves disproportionately high costs for DOT, any rights of Customer with respect to repair or replacement shall be deemed excluded and the Customer shall be entitled to rescission of the contract or to a price reduction. A price reduction shall only be deemed agreed up to a limit of 30% of the agreed net price; beyond this, the Customer shall be obliged to rescind from the contract unless DOT agrees to a further price reduction. Any further claims shall be governed by Section 12 of these General Terms and Conditions. A legal presumption that the delivered contractual products were defective at the time of delivery if a defect occurs within the first six months after delivery is excluded.
The Customer's warranty claims with regard to defects in X-Rayl® DEVICE(S) shall expire twelve months after the transfer of risk. If such a warranty period of twelve months cannot be effectively agreed upon under the applicable legal system, this warranty period shall be extended to the shortest possible minimum period permitted under the applicable legal system. The duration of any delay in acceptance shall be deducted from this warranty period. The repair, modification, or replacement of parts of a delivered contract product during the warranty period does not extend the warranty period for the entire contract product. For the replaced/repaired parts, the warranty period ends upon expiry of the warranty period for the entire contract product, but in any case, a warranty of at least six months must be provided for the replaced/repaired parts.
The fulfillment of any warranty obligations of DOT shall be subject to the Customer fulfilling any and all of its contractual obligations, in particular its duty to cooperate, if any, and its payment obligations as agreed.
DOT further warrants that the services (DOT-Link Digital SERVICES) will be provided to the agreed extent for the respective term.

12. Liability

Any claims against DOT which are not explicitly permitted pursuant to the contract or these General Terms of Trade shall be expressly excluded to the extent permitted by law.
Claims for damages by the Customer shall become time-barred upon the expiry of twelve months from the date when the Customer becomes aware of the damage. If this twelve-months limitation period for damage claims cannot be validly agreed under the applicable laws, then such period shall be deemed prolonged to the minimum limitation period permissible under such applicable laws.
DOT's liability is excluded in cases of slight negligence, except for cases of personal injury and otherwise to the extent not permitted by law.
Liability for damages resulting from attacks by third parties for the purpose of sabotage, information gathering, and/or extortion (in particular cyberattacks) or software errors (bugs) caused by third-party software is excluded to the extent that such exclusion is permitted by law.
The amount of any damage claims justified on the merits pursuant to mandatory legal provisions and/or pursuant to the contract and these General Terms of Trade shall, to the extent permitted by law, be limited to the purchase price of the respective delivery
Any liability for lost profits, loss of revenue, production or operating losses, downtime, lost sales or contracts, contractual damages or contractual penalties payable to third parties, indirect damages and consequential damages, as well as generally for unforeseeable damages, shall be excluded to the maximum extent permitted by law. In the event that any of the above limitations prove to be invalid, DOT's liability shall be limited to the minimum extent permitted by mandatory statutory provisions. The Customer shall have a duty to mitigate damages.
The limitations of liability listed above also apply in favor of DOT's personnel or other representatives, as well as in favor of its subcontractors and licensors, including their personnel, insofar as they are directly or indirectly involved in the fulfillment of DOT's obligations to the Customer under the respective individual contract or framework supply contract.

13. Product liability

The Customer shall be obliged to use the products manufactured, imported, or brought into commercial use by DOT in accordance with their specifications and to ensure that these products shall only be made available to persons familiar with the hazards or risks attached to their installation or use in accordance with their intended purpose.
DOT is generally not liable for damage caused by errors in the design of a product that was connected to DOT's contract products or caused by the manufacturer's instructions for such product.
The Customer is also obliged when bringing contract products supplied by DOT into commercial use to extend the obligatory information to be provided to consumers under product liability law also to the products supplied by DOT.
The Customer is obliged to observe the products also after having brought them into commercial use as to any detrimental properties or hazards in connection with their use as well as to pay attention to the scientific and technical developments relating to such products and to inform DOT forthwith of any defects of the goods delivered by DOT detected thereby.
The Customer shall indemnify DOT with regard to any liabilities, losses, damages, costs and expenses incurred by DOT as a result of the Customer's failure to comply with the above provisions.
If the Customer or DOT have compensated a third party for a defect in a product in accordance with mandatory provisions of product liability law, the Customer shall be responsible in both cases for proving that the damage was caused or contributed to by a defect in the contract products delivered by DOT. Claims for recourse by the Customer against DOT are excluded in cases of slight negligence.

14. Special provisions regarding services ("DOT-Link Digital SERVICES")

DOT-Link Digital SERVICES only work in conjunction with X-Rayl® DEVICE(S), which must be properly installed on the Customer's freight cars or assets to be located.
The contractually agreed services can only be provided in cooperation with the Customer. DOT accepts no responsibility for incomplete or incorrect data caused by the Customer's failure to fulfill their obligations. Costs incurred by DOT due to project delays caused by the Customer's failure to fulfill their obligations will be additionally charged to the Customer.
DOT reserves the right to make technical changes or replace DOT-Link Digital SERVICES, provided that the changed parts and/or services offer the same or better functionality than the changed or replaced parts and are compatible with the rest of the system. DOT will inform the Customer of such changes or replacements in a timely manner. Any price adjustment resulting from the above requires the agreement of both DOT and the Customer.
The DOT-Link Digital SERVICES ordered by the Customer do not include any deliverables or services that become necessary for the following reasons:
1. an event of force majeure;
2. damage to the X-Rayl® DEVICE(S) caused by the Customer or third parties;
3. any attempted or actual alteration, removal, or defacement of the barcode or QR code serial numbers or other identification marks, unless carried out by authorized DOT personnel;
4. any attempted or actual repair, maintenance, or modification of the X-Rayl® DEVICE(S), unless performed by authorized DOT personnel;
5. Operation of the X-Rayl® DEVICE(S) that does not comply with DOT's operating instructions;
6. Failure to comply with the specified environmental conditions or external electrical parameters;
7. Damage occurring during transport to the Customer; and
8. Damage caused by the Customer's network or infrastructure. DOT will provide appropriate quotes for damage repair at the Customer's request.

15. Waiver

Any failure by DOT to exercise or enforce its rights under these General Terms and Conditions shall not be deemed a waiver of such rights; therefore, the right to exercise or enforce such a right at a later time is explicitly reserved.

Applicable law, jurisdiction

The respective individual contract or framework supply contract and these General Terms and Conditions shall be governed by Austrian substantive law, excluding its conflict of law rules.
The applicability of the United Nations Convention on Contracts for the International Sale of Goods is hereby expressly excluded in accordance with Article 6 thereof.
Any and all disputes arising from or in connection with a respective individual contract or framework supply contract or these General Terms and Conditions or their breach, termination or invalidity shall be subject to the exclusive jurisdiction of the Commercial Court in Vienna. At DOT's discretion, any such disputes may also be brought before the court having territorial and subject-matter jurisdiction for the Customer's corporate seat.

17. Miscellaneous

Any notices made on behalf of DOT shall only be legally binding if issued by the required number of persons authorized to represent DOT (managing directors, authorized signatories, proxies).
All agreements between DOT and the Customer must be made in writing or expressly agreed upon via a digital platform provided by DOT. Verbal agreements shall be void. Changes and amendments to these General Terms and Conditions are therefore only effective if they are agreed upon in writing. This requirement shall also be deemed to be met in the case of e-mail transmissions.
Should individual provisions of an individual contract or framework supply contract or these General Terms and Conditions be unenforceable in whole or in part, the remaining provisions shall remain unprejudiced and valid. In the event of partial invalidity, the contracting parties undertake to replace the invalid provisions with provisions that reflect the intention of the invalid provisions as closely as possible.

18. Electronic document transmission and export control

The customer agrees that documents relevant to its order (e.g., order confirmation, delivery note, invoice) may be sent to the Customer by email or in another suitable electronic form. All transmissions to the email or other electronic address provided by the Customer shall be deemed to have been received by the Customer upon dispatch.
The delivery or export or provision of the contractual products and services by DOT may be subject to sanctions or other applicable export control regulations which could be interpreted by the competent authorities or courts in such a way that the fulfillment of the respective individual contract or framework supply contract or the respective service agreement is prohibited or restricted or subject to approval by the competent authorities. The assessment of such sanctions or other applicable export control regulations is at the discretion of DOT. DOT shall not be liable for the proper exercise of this discretion. If the performance of the contract by DOT causes sanctions or violates applicable export control regulations affecting the Customer, any liability of DOT shall again be excluded. DOT reserves the right to unilaterally cancel orders without being liable to the Customer for any damages or losses arising from or in connection with such cancellation if a required approval is revoked or not granted, or to suspend and/or terminate the respective contract if its performance as a result of embargoes, sanctions, or similar trade or export restrictions (including, in any case, US sanctions, insofar as compliance with them would not be legally impermissible under European law) – regardless of whether these were foreseeable at the time the contract was concluded – is impeded or made unreasonable onerous.

19. Data protection and data security, User data

Any data transmitted by DOT within the scope of the contractual relationship is subject to DOT's privacy policy, which can be viewed at www.dot-telematik.com/de/legal, and must be handled in accordance with this privacy policy.
The Customer acknowledges that the use of the X-Rayl® Scanner app and the DOT-Link mobile website on both Android and iOS platforms uses the camera to take pictures of objects to be paired with X-Rayl® DEVICE(S). These images are used by DOT for verification purposes only. The Customer is responsible for ensuring that the app or mobile website is used only for its intended purpose.
The Customer shall ensure and be liable that personal data in respect of which the Buyer is deemed to be the controller in accordance with Art. 4(7) GDPR, may lawfully be transmitted to MM and that there is no reason to believe that the processing by MM, for the foreseeable scope and purpose, is prohibited.
The Customer shall ensure that the data subjects are informed about the processing by DOT to the extent required by law.
The Customer shall ensure that any personal data received from DOT and processed by the Customer are treated with the utmost respect for confidentiality, integrity, security and accuracy.
The Contracting Party represents and warrants that DOT is entitled to use all product data generated by the user and/or data generated by connected services within the meaning of data protection law (“the Data”). The Contracting Party shall indemnify and hold DOT harmless from any claims, regardless of fault. The Data is described in the currently applicable DOT service descriptions. DOT uses the Data for the following purposes: (i) to fulfill DOT’s obligations to the Contracting Party or the User (including support and similar services); (ii) monitoring and maintaining functionality, security, and reliability, and for quality control; (iii) improving the functionality of DOT services; (iv) developing new DOT services; (v) aggregating the Data for any lawful or legitimate purpose, including provision. DOT, on the other hand, undertakes not to use the data to gain insights into the user’s financial situation, assets, and/or production methods, and/or to undermine the user’s commercial position in any other way in the markets in which the user operates; DOT will also ensure this through appropriate technical and organizational measures—including with respect to third parties. Regarding personal data, see the DOT Privacy Policy.