Terms of Service

General Terms and Conditions and Terms of Use

  1. Scope of the General Terms and Conditions and Terms of Use
    1. These General Terms and Conditions and Terms of Use (GTCs) shall govern all agreements between ENPULSION GmbH (FN 448479d), Viktor Kaplan-Straße 2 2700 Wiener Neustadt (ENPULSION) and the customer (Customer), each, a Party. To the extent no mandatory provisions of the Consumer Protection Act (Konsumentenschutzgesetz) apply, law applicable to entrepreneurs shall govern.
    2. Neither ENPULSION nor Customer is a Prohibited Person and the Agreement does not constitute a transaction as set out in Section 0. Prohibited Person means a natural person or legal entity with legal personality (Person),
      1. subject to prohibition (including economic, financial and /or travel) or other restrictive measure or sanction by any government or inter-governmental organization including but not limited to the (a) United Nations Security Council Sanctions Committee, (b) the lists maintained by the European Union’s European External Action Service designed to implement the EU’s Common Foreign and Security Policy, and (c) the country of residence of such Person.
      2. subjectto the Foreign Corrupt Practices Act and economic sanctions and export controls administered by the U.S. Department of the Treasury and the U.S. Department of Commerce.
      3. that transacts or otherwise deals directly or indirectly with or related to an Embargoed Jurisdiction or Sanctioned Person or exports or reexports, directly or indirectly, in violation of any applicable US laws or regulations, or otherwise uses the Content for any prohibited purpose.

        Content means any regulated data transmitted in connection with this Agreement.

        Embargoed Jurisdiction means a country, region, territory or government with respect to which the U.S. government imposes a trade or investment embargo from time to time, which presently includes Crimea, Cuba, Iran, North Korea and Syria.

        Sanctioned Person means any Person with respect to which or whom U.S. citizens are generally forbidden to transact under economic sanctions including, without limitation, a person on the List of Specially Designated Nationals and Blocked Persons.
    3. ENPULSION expressly intends to enter into any agreement with Customer solely on the basis of the GTCs. Other contractual agreements shall not apply to the legal relationship between ENPULSION and Customer. If, as an exception, the application of the General Terms and Conditions of Customer is expressly agreed to in writing, any of those provisions shall only apply to the extent that they do not conflict with these GTCs. The Terms of Use shall also apply to future transactions where the application of the Terms of Use was not explicitly agreed upon.
    4. No oral side agreements exist.
    5. These GTCs shall apply to the extent ENPULSION does not expressly provide for anything to the contrary.
    6. The GTCs as amended from time to time may also be accessed on the homepage of ENPULSION at https://enpulsion.com/.
    7. Customer ensures that all obligations of Customer herein are met by Customer’s affiliates, officers, directors, employees, agents, contractors, consultants, vendors, invitees and representatives.
  2. Scope and Conclusion of the Agreement
    1. The presentation of products and services in the online shop, in catalogues, brochures, or datasheets of ENPULSION are no binding offers to conclude a purchase agreement but a non-binding invitation to make an offer to ENPULSION (invitatio ad offerendum).
    2. Customer submits a binding offer to purchase certain products of ENPULSION (Products) by submitting a written offer to ENPULSION, whereby an offer sent via email or facsimile also constitutes a “written offer”.
    3. Customer is bound by its offer for no less than four weeks after ENPULSION’s receipt of Customer’s offer, and beyond for an unlimited period of time until ENPULSION receives an explicit revocation of that offer in writing prior to having expressed its acceptance to Customer.
    4. The purchase agreement based on Customer’s offer shall only be entered into at such time when ENPULSION expressly declares to accept Customer’s offer in writing, which shall include email, facsimile, and ordinaray mail, in each case when sent and not when received (Agreement).
    5. Regardless of whether ENPULSION and Customer enter into an Agreement, Customer bears the costs for drawings, sketches, samples, calculations, simulations, and any other work incurred by ENPULSION in connection with an offer by, or negotiations with Customer to the extent deemed appropriate by ENPULSION under ENPULSION’s standard rates. These costs are due under Section 5 promptly upon being invoiced by ENPULSION.
    6. ENPULSION reserves the right in its sole discretion to decline (i) offers and (ii) to deliver Products to any given address, region or jurisdiction.
  3. Obligations of Customer
    1. Customer guarantees that all information, regardless of its form, provided to ENPULSION
      1. is neither false, inaccurate or misleading;

      2. does not omit any material facts;

      3. does not breach any rights of third parties, or agreements with such third parties;

      4. does not breach any laws, mandatory provisions, regulations or other legal provisions; and

      5. does not contain any viruses or programs which cause damages, impede or which intercept information, data and personal information or use such data illegitimately.

    2. Customer is responsible for ensuring the privacy of its access data to its ENPULSION account (Account) and is liable for all activities in connection with such Customer’s Account. Customer is obliged to (a) inform ENPULSION immediately of any use of its Account which has not been approved, and of any other security breach and (b) log out of its Account at the end of each session. If any unauthorized use of the Account by a third person occurs, Customer shall inform ENPULSION immediately. ENPULSION does not assume any liability for any losses, damages or other liability claims which result from a breach of the obligations in this Clause 3.2, an unauthorized access to the Account, or an unauthorized use of the Account of Customer.
    3. Customer bears additional costs for services required by Customer, or which ENPULSION has reason to believe are required by Customer, which are not covered by the Agreement.
  4. Prices and Availability
    1. The information in the price lists, advertisements, advertisement materials, catalogues, brochures, datasheets and on ENPULSION’s website is always subject to change. ENPULSION reserves the right to amend such information at any time. Customer acknowledges and agrees that in relying on any information on ENPULSION’s website, it shall refer to the most current version and actively contact ENPULSION in case of any doubt or conflict with previously received information.
    2. All prices for Products (and calculations in connection therewith) exclude VAT, if any, (un-)loading and carrying, customs, insurance and taxes.
    3. ENPULSION reserves the right to refrain from performing Customer's order, in which case, Customer shall be informed as soon as possible that the ordered Products are unavailable; the paid purchase price, if already paid by Customer, shall be refunded.
  5. Conditions of payment
    1. ENPULSION only accepts wire transfer as payment method.
    2. Customer shall make all payments in Euro, and shall bear any bank or other payment expenses, if any.
    3. Customer is obliged to pay the full purchase price within four weeks after the acceptance of its officer by ENPULSION. Delivery of the Products will only be processed after ENPULSION receives the full purchase price.
    4. In case ENPULSION and Customer agree on a down payment, Customer shall make the down payment prior to ENPULSION beginning any activity in connection with the Agreement. Unless otherwise agreed, a down payment is due 14 days after ENPULSION accepts Customer’s offer. Customer shall pay the remaining purchase price within 14 days after delivery of the respective Products.
    5. Customer may not set-off or net any amounts or claims against ENPULSION in any circumstance. Customer shall not be entitled to retain payments, and waives any rights of retention, warehousing, judicial deposit or any kind of bond.
  6. Default in Payment
    1. In case of Customer's payment default ENPULSION is entitled to claim interest in the statutory amount and withold performance. Any claim for damages that ENPULSION may have beyond actually received interest shall remain unaffected.
    2. In case of delay Customer shall bear all costs ENPULSION incurs to enforce payment, whether judicially or otherwise, including but not limited to the actual fees of legal and tax counsel and debt-collection agencies. In any event, Customer may be charged a base mount of EUR 40 per collection action taken (whether in writing, verbally, or otherwise) irrespective of damage and fault. Any claim for costs incurred beyond those actually collected by ENPULSION shall remain unaffected.
    3. Customer bears any additional expenses, fees, out-of-pocket expenses, or any other costs resulting from a delay that was not caused by ENPULSION.
  7. Delivery and Transfer of Risk, Force Majeure
    1. The Products shall be deemed delivered when they have been prepared for shipment by ENPULSION.
    2. ENPULSION notifies Customer 1 week in advance that the Products will be ready for shipment.
    3. The delivery terms of all deliveries are EXW Wiener Neustadt, Austria (Incoterms 2010). Therefore, Customer shall take care of the shipment of Products, and shall bear all costs for shipment, including for cargo insurance, if any.
    4. The specified delivery dates are non-binding estimates only.
    5. Any claims of the Customer due to delayed delivery or withdrawal, to the extent possible under applicable law, are excluded.
    6. ENPULSION bears the costs for preparing the Products for shipment under Section 7.1.
    7. A Party whose performance of its obligations hereunder (except payment obligations unless otherwise expressly provided herein) is prevented, restricted or interfered with by reason of a Force Majeure event shall be excused from such performance to the extent of such Force Majeure condition so long as such Party immediately continues performance whenever and to the extent such causes are removed. Delivery and timing obligations hereunder shall be adjusted day for day with any Force Majeure event.

      For the purposes of this Section 7.7, “Force Majeure” shall mean the actual occurrence of any extraordinary event beyond the reasonable control of a Party or such Party's suppliers, including but not limited to acts of warfare (whether an actual declaration of war is made or not), acts of terrorism (in particular through non-state actors), sabotage, insurrection, rebellion, strike, riot or other act of civil disobedience, act of a public enemy, actions or inactions of any governmental authority, judicial action, fire, accident, explosion, epidemic, pandemic, quarantine, natural disasters such as storm, flood, vulcanic activity, or earthquake, or any other extraordinary event commonly referred to as “force majeure”, “vis major”, “acts of God” or the like.

  8. Transfer of Title
    1. ENPULSION retains title to the Products until full payment of such Products.
    2. Customer may resell Products only by extending ENPULSION's reservation of title to such end-customer, which extended reservation of title Customer must promptly forward to ENPULSION alongside any and all information that is necessary and useful for ENPULSION to enforce its title against such an end-customer, as well as any and all information that ENPULSION may reasonably request in connection therewith.
    3. All claims of Customer resulting from a resale of Products under reservation of title are assigned to ENPULSIONas security for all claims of ENPULSIONhas or that may arise in connection with the relationship to Customer.
  9. Warranty
    1. ENPULSION excludes any warranty to the extent permitted by law.
    2. Any mandatory warranty rights of Customer, if any remain under applicable law, are limited by the purchase price of the respective Product already paid by Customer to ENPULSION, as well as ENPULSION’s wilful misconduct.
    3. Customer loses any remaining warranty right, if any, as soon as the respective Product has been altered or modified, or attempted to be altered or modified, by anyone other than ENPULSION.
    4. Customer may make any remaining mandatory warranty claim only if Customer immediately, but not later than 14 days upon arrival of such Product,notifies ENPULSIONof any defects in writing, including a detailed report of the defects. The Customer shall verify the arrival date of the Product; ENPULSION shall notify Customer on whether or not to return the respective Product to ENPULSION.
    5. In ENPULSION’s sole discretion, it may choose to replace defective Products or defective parts thereof or to repair such Product. ENPULSION may also ask the Customer to return a defective Product to ENPULSION for repair, or grant a price reduction. ENPULSION may in its discretion choose whether ENPULSION or Customer shall bear the costs of the return of a Product and the shipment of the repaired or replaced Product.
    6. In case that ENPULSIONperforms a repair of Products under warranty at the Customer’s facilities, Customer has to provide required workers, materials and tools, as deemed necessary by ENPULSION at Customer’s own costs. Customer has to support ENPULSION in repairing the Products and has to make all required arrangements deemed necessary by ENPULSION.
    7. Any service performed by ENPULSION does not extend any warranty period, nor does it acknowledge or imply any rights by Customer (such as warranty).
    8. If ENPULSION accepts the return or an examination of a defective product, this shall under no circumstances be construed as admitting a claim of Customer and shall not lead to any legal consequences.
    9. § 924 ABGB shall not apply. The burden of proof concerning the presence of the defect at time of delivery lies with the Customer.
    10. The images and content in the online shop of ENPULSION serve for illustration purposes only. Deviations between the delivered Products any such images are possible due to different computer settings and do not constitute a defect.
    11. The assignment of warranty claims, if any, shall be excluded.
  10. Exclusion and Limitation of ENPULSION’s Liability
    1. Customer shall have no claims for damages unless the damage was caused by ENPULSION intentionally. ENPULSION shall only be liable for gross negligence for personal injury.
    2. ENPULSION’s liability in a case of damage is limited to monies actually received by such Customer with respect to a certain Product. Liability for loss of profit, punitive, consequential or any other indirect damage shall be excluded.
    3. Only monetary compensation shall be rendered by ENPULSION in case of liability. Customer expressly waives any legal and equitable rights to specific performance.
    4. Claims for damages must be legally asserted by Customer within three months from actual or deemed knowledge of the damage and the damaging party, regardless of whether Customer knew details such as the amount or severity of the damage. The burden of proving that Customer neither had acutal knowledge nor should have known of the damage lies with the Customer.
    5. ENPULSION assumes no liability for the retention of any documents, manuscripts, drafts, sketches, samples, models, or films provided by Customer to ENPULSION, unless such loss or damage is a result of wilful misconduct. Customer is solely responsible for adequate insurance for such items.
    6. ENPULSION assumes no liability for possible assembling or the placing in service of Products.
    7. Limitations of liability shall also apply to any pre-contractual (culpa in contrahendo) or non-contractual (ex delicto) obligations under law.
  11. Data Processing

    ENPULSION handles the data of Customer with care. It will not forward any data to third parties, unless is required under law to do so.

  12. Websites and services of third-party-providers

    Services of ENPULSION may include links to websites, products and services of other companies. ENPULSION is not liable for the content of such websites, products and services. The data collected by such third-partyproviders are governed by their privacy policies. ENPULSION recommends that Customer inquire with such third parties about their privacy policies.

  13. Usage of Cookies

    For the purposes of an easier offering procedure for Customer, and with regard to the processing of the Agreement by ENPULSION, IP data of Customer is stored as well as name, address, and credit card details of Customer.

  14. IP Rights
    1. Nothing herein shall be construed as ENPULSION assigning any intellectual property or other proprietary rights to Customer in the course of the Agreement.
    2. Each Party acknowledges and agrees that it obtains no rights in the other Party’s trade name, trademarks, services marks, copyright materials, patents, patent applications, or other intellectual property, and that all goodwill arising as a result of the Agreement inures to the benefit of the respective owner of the intellectual property. Each Party shall retain the rights to any intellectual property it holds as of the date of the Agreement and be the sole and exclusive owner of any intellectual property created in the performance of the Agreement.
    3. ENPULSION grants to Customer with regard to any Product sold under the Agreement solely (i) a nontransferable, non-exclusive license which is limited to the purpose of the Agreement, (ii) the right to use the software included in such Products, and (iii) to use the documentation related to any such Product.
    4. Customer may not alter or recreate, or attempt either regarding (i) any Product, (ii) the software in such Product, or (iii) any part thereof, each in any scale.
    5. All pictures, images, trademarks, logos, designs, drafts, pertinent drawings and descriptions of ENPULSION are protected by copyrights. Customer may not make other use of them than agreed upon in the Agreement. Customer may in particular not copy them or make them accessible to third parties.
    6. Notwithstanding Section Fehler! Verweisquelle konnte nicht gefunden werden., ENPULSION may use Customer’s name and company name for marketing purposes, this includes news releases, public announcements, advertisements, or other form of publicity concerning the Agreement.
  15. Product Labelling

    ENPULSION has the right to determine the labelling of the Products in its sole discretion. The label may be a trade mark or logo of ENPULSION.

  16. Governing Law, Forum
    1. Any disputes arising out of or in context of a relationship governed by these GTCs shall be governed by Austrian Law under the explicit exclusion of the United Nations Convention on Contracts on the International Sale of Goods, and without giving effect to such rules of international private law that would lead to the application of any law other than Austrian law.
    2. Any disputes relating to these GTCs shall be subject to the exclusive jurisdiction of the courts competent for the first district of Vienna (Wien-Innere Stadt).
  17. Miscellaneous
    1. Customer is solely responsible that all legal requirements for the use and a possible resale of Products by Customer are met.
    2. All amendments and additions to these GTCs shall be in writing, including the agreement to waive this written form.
    3. Whenever under this GTCs written form is required, email suffices, unless expressly otherwise required by this GTCs or mandatory applicable law.
    4. The purpose of Section titles in these GTCs is solely to provide structure and clarity and shall have no legal effect.
    5. The invalidity of one or more, or parts, of terms or provisions of these GTCs shall not affect the validity of any other term or provision of the GTCs. ENPULSION and Customer agree to reach a binding agreement to replace the invalid provision by a valid term as closely as possible to the purpose of the invalid provision.

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