General delivery conditions

1. Scope

These general conditions apply to legal transactions between companies, namely for the delivery of goods and accordingly also for the provision of services.

2. Offer

2.1 Offers made by the seller are non-binding.

2.2 All offer and project documents may not be reproduced or made accessible to third parties without the consent of the seller. They can be reclaimed at any time and must be returned to the seller immediately if the order is placed otherwise.

3. Conclusion of contract

3.1 The contract is concluded if the seller has sent a written order confirmation or a delivery after receiving the order.

3.2 From information in catalogs, brochures, advertising leaflets and written or

oral statements that have not been included in the contract can neither be derived from warranty claims nor can liability be established.

3.3 Subsequent changes and additions to these conditions require written confirmation to be valid.

4. Delivery

4.1 The delivery period begins at the latest of the following times:

a) Date of order confirmation

b) Date of fulfillment of all technical, commercial and other requirements incumbent on the buyer;

c) Date on which the seller receives a down payment or security to be paid before delivery of the goods.

4.2 Official and third party approvals required for the execution of systems must be obtained from the buyer. If such permits are not given in time, the delivery period will be extended accordingly.

4.3 The seller is entitled to make partial or pre-deliveries and to offset them. If delivery on call is agreed, the goods are deemed to be called at the latest 1 year after the order.

4.4 If unforeseeable circumstances or circumstances independent of the will of the party, such as all cases of force majeure, occur, which hinder compliance with the agreed delivery time, this will in any case be extended by the duration of these circumstances; these include, in particular, armed conflicts, official interventions and bans, delays in transport and customs clearance, transport damage, lack of energy and raw materials, labor conflicts and the failure of a major, difficult to replace supplier. These aforementioned circumstances also entitle to an extension of the delivery period if they occur at suppliers.

4.5 If a contractual penalty (penalties) for delayed delivery was agreed between the contracting parties upon conclusion of the contract, this will be performed according to the following regulation, whereby a deviation from this in individual points does not affect their application otherwise: </ p >

A demonstrable delay in performance that is solely the fault of the seller entitles the buyer to a contractual penalty of at most ½%, however a maximum of 5%, of the value of that part of the total delivery for each completed week of the delay -to claim, which cannot be used due to the late delivery of a substantial part, provided the buyer has suffered damage of this amount.

Further claims from the title of the default are excluded.

4.6 If acceptance has been agreed, the goods are considered to have been fully accepted at the latest when they are used within the scope of its business operations.

4.7 The seller has the right to use subcontractors for all deliveries and service components if he reports this to the buyer.

5. Transfer of risk and place of performance

5.1 Unless otherwise agreed, the delivery of the goods is considered EXW acc. INCOTERMS® 2010 sold.

5.2 For services, the place of performance is the one specified in the written order confirmation, secondarily the place where the service is actually provided by the seller. The risk for a service or an agreed partial service passes to the buyer when it is rendered.

6. Payment

6.1 Unless payment terms have been agreed, 1/3 of the price is due upon receipt of the order confirmation, 1/3 at half the delivery time and the rest upon delivery. Regardless of this, the sales tax included in the invoice must be paid no later than 30 days after the invoice has been issued.

6.2 In the case of partial clearing, the corresponding partial payments are due upon receipt of the respective invoice. This also applies to settlement amounts that result from subsequent deliveries or other agreements beyond the original transaction amount, regardless of the payment terms agreed for the main delivery.

6.3 Payments are to be made without any deduction to the seller’s paying agent in the agreed currency. Any acceptance of checks or bills of exchange is only ever made on account of payment. All related interest and expenses (such as collection and discount charges) are borne by the buyer.

6.4 The buyer is not entitled to withhold or offset payments due to warranty claims or other counterclaims.

6.5 A payment is deemed to have been made on the day on which the seller can dispose of it.

6.6 If the buyer is in arrears with an agreed payment or other service from this or other legal transactions, the seller can without prejudice to his other rights

a) postpone the fulfillment of its own obligations until this payment or other service is effected and take a reasonable extension of the delivery period,

b) make all outstanding claims from this or other legal transactions due and offset the statutory default interest plus sales tax for these amounts from the respective due date, unless the seller can prove additional costs,

c) in the event of qualified insolvency, i.e. after two delays in payment, only perform other legal transactions against payment in advance.

In any case, the seller is entitled to invoice pre-trial costs, in particular reminder fees and attorney’s fees in accordance with the legally applicable regulations.

6.7 The seller retains ownership of all goods delivered by him until the invoice amounts plus interest and costs have been paid in full.

The buyer hereby assigns to the seller, to secure his purchase price claim, his claim from a resale of the reserved goods, even if these have been processed, remodeled or mixed. The buyer is only entitled to dispose of the goods subject to retention of title in the event of resale by deferral of the purchase price on the condition that he notifies the second buyer of the security assignment at the same time as the resale or notes the assignment in his business books. Upon request, the buyer must notify the seller of the assigned claim and the debtor thereof, and provide all the information and documents required for his debt collection, and notify the third-party debtor of the assignment. In the event of attachment or other claims, the buyer is obliged to point out the seller’s property right and to inform the seller immediately.

6.8. The seller has the right to send the invoice electronically.

7. Warranty and responsibility for defects

7.1 In compliance with the agreed terms of payment, the seller is obliged, in accordance with the following provisions, to remedy any defect that would affect the functionality and exist at the time of delivery, which is due to an error in the design, the material or the execution is based. No warranty claims can be derived from information in catalogs, brochures, advertising leaflets and written or oral statements that have not been included in the contract.

7.2 Unless otherwise agreed, the statutory warranty period applies. This also applies to delivery and service items that are firmly connected to a building or land. The warranty period begins with the transfer of risk according to Point 5.

7.3 If the delivery or service is delayed for reasons that are not in the sphere of the seller, the warranty period begins 2 weeks after the seller is ready to deliver or perform.

7.4 The warranty claim presupposes that the buyer has notified the defects in writing within a reasonable period of time and the notification is received by the seller. The buyer has to prove the existence of the defect within a reasonable period of time, in particular to make the documents and data available to the seller available to him. In the event of a defect that is subject to warranty according to item 7.1, the seller has the option of repairing the defective goods or the defective part at the place of performance or having them sent for rework or to make a reasonable price reduction.

7.5 The necessary auxiliary staff, lifting devices, scaffolding and small materials, etc. must be provided for warranty work in the buyer’s company. Replaced parts become the property of the seller.

7.6 If goods are made by the seller on the basis of construction details, drawings, models or other specifications of the buyer, the seller’s liability only extends to the execution in accordance with the conditions.

7.7 Unless otherwise agreed, the warranty excludes defects that result from arrangement and assembly not effected by the seller, insufficient equipment, non-compliance with installation requirements and conditions of use, overuse of the parts beyond the performance specified by the seller , negligent or incorrect treatment and use of unsuitable operating materials; this also applies to defects that can be traced back to material provided by the buyer. The seller is also not liable for damage that can be attributed to the actions of third parties, atmospheric discharges, overvoltages and chemical influences. The warranty does not apply to the replacement of parts that are subject to natural wear and tear.

7.8 The warranty expires immediately if the buyer himself or a third party not expressly authorized by the seller changes or repairs the delivered items without the written consent of the seller.

7.9 The provisions 7.1 to 7.8 also apply mutatis mutandis to any liability for defects for other legal reasons.

8. Withdrawal from the contract

8.1 A prerequisite for the withdrawal of the buyer from the contract, unless a special regulation has been made, is a delay in delivery, which is due to gross negligence on the part of the seller, and the unsuccessful expiry of a reasonable grace period. The withdrawal is to be made by registered letter.

8.2 Irrespective of his other rights, the seller is entitled to withdraw from the contract,

a) if the execution of the delivery or the start or continuation of the service is impossible for reasons for which the buyer is responsible or is further delayed despite setting a reasonable grace period,

b) if there are concerns about the solvency of the buyer and the buyer does not make an advance payment at the request of the seller, nor does he provide suitable security before delivery,

c) if the extension of the delivery time is more than half of the originally agreed delivery period, but at least 6 months due to the circumstances listed in point 4.4, or

d) if the buyer does not or does not properly meet the obligations imposed on him by point 13.

8.3 The withdrawal can also be declared with regard to an open part of the delivery or service for the above reasons.

8.4 If insolvency proceedings are opened against the buyer’s assets or an application to initiate insolvency proceedings is rejected due to insufficient assets, the seller is entitled to withdraw from the contract without setting a grace period. If this resignation is exercised, it becomes effective immediately with the decision that the company will not continue. If the company is continued, a withdrawal will not take effect until 6 months after the opening of insolvency proceedings or after rejection of the application for opening due to lack of assets. In any case, the contract is terminated with immediate effect, provided that the bankruptcy law to which the buyer is subject does not conflict or if the contract is essential to avert serious economic disadvantages of the seller.

8.5 Without prejudice to the seller’s claims for damages, including pre-litigation costs, in the event of withdrawal, services or partial services already provided are to be invoiced and paid for in accordance with the contract. This also applies if the delivery or service has not yet been taken over by the buyer and for preparatory actions performed by the seller. Instead, the seller also has the right to request the return of items that have already been delivered.

8.6 Other consequences of withdrawal are excluded.

8.7 The assertion of claims due to laesio enormis, errors and loss of the business basis by the buyer is excluded.

9. Disposal of waste electrical and electronic equipment

The buyer, who is based in Austria, must ensure that all information is provided to the seller in order to fulfill the seller’s obligations as a manufacturer / importer in accordance with the legally applicable regulations can.

10. Seller’s liability

10.1 The seller is only liable for damage outside the scope of the Product Liability Act, provided he can be proven to have acted with intent or gross negligence, within the framework of the statutory provisions. The total liability of the seller in cases of gross negligence is limited to the net order value or to EUR 500,000, whichever is lower. The seller’s liability for each damage event is limited to 25% of the net order value or to EUR 125,000, whichever is lower.

10.2 Unless otherwise agreed, liability for slight negligence, with the exception of personal injury, as well as compensation for consequential damage, pure financial loss, indirect damage, loss of production, financing costs, costs for replacement energy, loss of energy, Data or information, the loss of profit, savings not achieved, loss of interest and damage from third party claims against the buyer excluded.

10.3 Unless otherwise agreed, any damage compensation is excluded in the event of non-compliance with any conditions for assembly, commissioning and use (such as those contained in operating instructions) or the official approval conditions.

10.4 If contractual penalties have been agreed, further claims of the buyer from the respective title are excluded.

10.5 The provisions of point 10 apply finally to all claims of the buyer against the seller, regardless of the legal reason and title and are also effective for all employees, subcontractors and sub-suppliers of the seller.

11. Industrial property rights and copyright

11.1 If goods are made by the seller based on the buyer’s design details, drawings, models or other specifications, the buyer must indemnify and hold the goods harmless in the event of any violation of property rights.

11.2 Execution documents such as B. Plans, sketches and other technical

Documents remain as well as samples, catalogs, brochures, images and the like. Like. Always intellectual property of the seller and are subject to the relevant legal provisions regarding reproduction, imitation, competition, etc. Point 2.2 also applies to execution documents.

12. Assertion of claims

All claims of the buyer are to be asserted in court in the event of other claims being lost within 3 years from the performance of the services, unless mandatory statutory provisions provide for other deadlines.

13. Compliance with export regulations

13.1 If the goods delivered by the seller and the associated documentation are passed on, regardless of the manner in which they are made available or the services provided by the seller, including technical support of any kind, the buyer has the applicable national and national regulations comply with international (re) export regulations. In any case, if the goods or services are passed on to third parties, he must observe the (re) export regulations of the seller’s home state, the European Union, the United Kingdom of Great Britain and Northern Ireland and the United States of America.

13.2 If required for export control checks, the buyer immediately provides the seller with all the necessary information, including: about the final recipient, final destination and purpose of the goods or services.

14. General

14.1 If individual provisions of the contract or these conditions should be ineffective, the effectiveness of the remaining provisions is not affected. The ineffective provision must be replaced by a valid one that comes as close as possible to the intended goal.

14.2 The German language version is the authentic version of the conditions and must also be used to interpret the contract.

15. Gerichtsstand und Recht

Zur Entscheidung aller aus dem Vertrag entstehenden Streitigkeiten – einschließlich solcher über sein Bestehen oder Nichtbestehen – ist das sachlich zuständige Gericht am Hauptsitz des Verkäufers, in Wien jenes im Sprengel des Bezirksgerichtes Innere Stadt, ausschließlich zuständig. Der Vertrag unterliegt österreichischem Recht unter Ausschluss der Weiterverweisungs-normen. Die Anwendung des UNCITRAL-Übereinkommens der Vereinten Nationen über Verträge über den internationalen Warenkauf wird ausgeschlossen.

16. Reservation clause

The fulfillment of the contract by the seller is subject to the condition that there are no obstacles to fulfillment due to national or international (re) export regulations, in particular no embargoes and / or other sanctions.

General software conditions

1. Subject matter of the contract

1.1 These software conditions apply to legal transactions between companies, namely for the delivery and licensing of software. Software in the sense of these conditions are computer programs distributed by the licensor as standard or individually developed or adapted for the licensee in the sense of §40a Austrian Copyright Act for the use, operation or control of electrotechnical and / or electronic devices and systems including documents provided for this in accordance with point 5.

1.2 The scope of services and related software services and any additional services are to be defined in individual contracts. These conditions also apply to these software services and additional services.

2. Granting of rights

2.1. Unless otherwise agreed in an individual contract, the licensee receives the non-transferable and non-exclusive right to use the software in compliance with the contractual specification at the agreed place of installation. With the supplied hardware, this right is only limited to use on this hardware.

In the case of independent software, use is only permitted on the hardware defined in the contract according to type, number and location. Use on hardware other than that defined in the contract and on multiple workplaces requires a separate written agreement.

2.2 All other rights to the software are reserved by the licensor. Without the prior written consent of the licensee, without prejudice to the provisions of section 40d of the Austrian Copyright Act, the licensee is in particular not entitled to reproduce, change, make available to third parties or use it on hardware other than that defined in the contract. </ P >

3. Conclusion of contract

3.1 Offers from the licensor are considered non-binding in case of doubt. The contract for the delivery and licensing of the software together with the related software services to be agreed individually is deemed to be concluded if the licensor has confirmed the order in writing or made the first partial delivery after receipt of the order from the licensee.

3.2 All offer and project documents may not be reproduced or made available to third parties without the consent of the licensor. They can be reclaimed at any time and must be returned to the licensor immediately if there is no contract between the licensor and the licensee for the order in question.

3.3 Subsequent changes and additions to the contract for the delivery and licensing of the software, including these conditions, must be in writing. Provisions deviating from these conditions are considered to be agreed in individual contracts if the licensor expressly agrees to them.

4. Obligations of the licensee to cooperate

Subject to an individual contractual regulation, the licensee is responsible for:

a) The selection from the software offered by the licensor;

b) In the case of individual software for the transmission of all information required for the creation of a requirement specification;

c) The use of the software and the results achieved with it;

d) The import of new versions and updates provided by him;

5. Software specifications

5.1 The licensor provides the specifications for standard software.

5.2 For individual software commissioned by the licensee, a requirement specification must be agreed in writing between the licensor and the licensee.

5.3 Software specifications can e.g. Features, documents on special functions, hardware and software requirements, installation requirements, operating conditions, operation (user manual) include.

5.4 The licensee is responsible for compliance with the software specifications, such as in particular the conditions of use, and for obtaining and complying with any official approval conditions.

6. Delivery, risk transfer and acceptance

6.1 Unless otherwise agreed in the individual contract, the licensor supplies the licensee with the software in machine-readable form. This takes place either in the form of a physical delivery or delivery of a physical data carrier or by making it available in electronic form (e.g. download). The licenser is entitled to deliver the current version at the time of delivery.

6.2 If no delivery date is agreed, the delivery date will be announced to the licensee by the licensor.

6.3 The software and data carriers are shipped at the licensee’s risk.

6.4 If acceptance is provided, the software is available to the licensee for free use during a test period. The test period begins with the delivery of the software or with the availability in electronic form in accordance with point 6.1. and lasts one week, unless otherwise agreed in an individual contract.

6.5 The software is considered accepted after the test period if:

6.5.1 the licensee confirms compliance with the contractual specifications;

6.5.2 the licensee does not report significant defects in writing within the test period; or

6.5.3 the licensee uses the software in the course of his business operations after the trial period.

6.6 If no acceptance is provided, the time of delivery takes the place of the acceptance in view of the legal consequences in accordance with point 7.1. In any case, the risk passes to the licensee upon delivery.

7. Warranty and responsibility for defects

7.1 In the case of software, the licensor guarantees compliance with the specifications valid at the time the contract was concluded, provided that the software is used in accordance with the applicable installation requirements and under the applicable conditions of use. Neither warranty claims nor liability can be derived from information in catalogs, brochures, advertising leaflets and written or verbal statements that have not been included in the contract. Unless otherwise contractually agreed, the statutory warranty period applies from acceptance or delivery.

7.2 Unless otherwise agreed in the individual contract, the burden of proof that the defect already existed at the time of delivery is based on the statutory warranty provisions.

7.3 A prerequisite for the assertion of warranty claims, unless otherwise agreed in the individual contract, is an immediate inspection or inspection of the software upon delivery, as well as an immediate written notice of defects in which the licensee does his best to explain the deviation from the Specification; the operating steps that led to the defect; as well as to announce the error message of the software in detail ..

7.4 Prerequisites for every defect rectification are that

a) it is a malfunctioning deviation;

b) this is reproducible;

c) the licensee may have installed new versions and updates offered free of charge within the warranty period;

d) the licensor receives from the licensee all documents and information necessary to remedy the defect; and

e) the licensor is given access to hardware and software during normal working hours.

7.5 The elimination of defects, that is, dysfunctional deviations from the valid specifications, is carried out at the discretion of the licensor by delivering new software or by changing the program accordingly.

7.6 Unless otherwise agreed in the individual contract, there is no guarantee for software to which the licensee or third parties have made changes without the prior written consent of the licensor, even if the defect occurs in an unchanged part / p>

7.7 Unless otherwise agreed in individual contracts, a change in the hardware or hardware configuration originally made available for the software installation by the licensee or third parties will invalidate the warranty.

7.8 Unless otherwise agreed in the individual contract, the licensor assumes no liability

a) for third-party software that is not part of the contract,

b) for the cooperation of contractual software with other software programs in use or planned by the licensee or

c) for only short-term, software-typical functional interruptions or malfunctions.

7.9 Improper handling or errors in the operation or use of the software by the licensee or third parties will result in the exclusion of the warranty.

7.10 If the software does not meet the specifications in a malfunctioning manner if the warranty is upright and the licensor is not able to achieve compliance with the specifications within a reasonable period of time despite sustained efforts, each contracting party has the right to to terminate the contract for the software in question with reimbursement of the services received with immediate effect.

7.11 Defects in individual programs do not give the licensee the right to terminate the contract for the other programs.

7.12 Unless otherwise agreed in the individual contract, further claims from the title of the defectiveness of the software, with the exception of those under point 7, are excluded.

7.13 Maintenance (e.g. fault diagnosis and elimination, care, etc.) that are not covered by the remedy of the defect, as well as their respective costs, must be agreed separately.

8. Industrial property rights and copyright

8.1 The licensor will support the licensee in defending against all claims based on the fact that software used in accordance with the contract violates an industrial property right or copyright effective according to the Austrian legal system. The licensee will immediately notify the licensor in writing if such claims are made against him and, in the event of a legal dispute, initiate a dispute to give him the opportunity to join the proceedings.

8.2 If claims arising from the violation of property rights for which the licensor is responsible, the licensor can change, exchange or obtain a right of use at his own expense. If this is not possible with reasonable effort, the licensee must immediately return the original and all copies of the software, including the documents provided, upon reimbursement of the remuneration. Herewith all claims of the licensee regarding the violation of industrial property rights and copyright are excluded, excluding any further obligations of the licensor.

8.3 The licenser reserves the right to check the agreed use of the software itself or by commissioned third parties (“subcontractors”) (“audit”), provided that it terminates the exam 14 days in writing in advance. The licensee is obliged to participate in the audit and to grant the licensor, or his subcontractors, sufficient access to information related to the use of the software (e.g. servers, business books, etc.). Possibly underpaid remuneration must be paid within 14 days of the written request. In addition, the licensor is entitled to extraordinarily terminate the contract. The cost of the audit is to be agreed separately.

8.4 The licensee uses technical or other measures to ensure that the software does not fall under the same OSS license conditions due to the open source software it uses.

8.5 For software for which the licensor only has a derived right of use (third-party software), the terms of use agreed between the licensor and his licensor apply in addition and primarily to the terms in question, insofar as they affect the licensee (such as e.g. End User License Agreement). The licensor points this out and makes it available to the licensee on request.

8.6 The licensee is responsible for the protection of all rights of the licensor (such as industrial property rights, copyright including the right to a copyright notice) on the software and the protection of the licensor’s claims to confidentiality of operating and Business secrets also by the licensee’s employees and vicarious agents or third parties; this also applies if the software has been changed or linked to other programs. This obligation remains even after the contract has ended;

9. Liability

9.1 Unless otherwise agreed in the individual contract, the licensor is liable for damage, only if intent or gross negligence can be proven within the framework of the statutory provisions. The total liability of the licensor in cases of gross negligence is limited to the net order value or to EUR 500,000, whichever is lower. The licensor’s liability for each damage event is limited to 25% of the net order value or to EUR 125,000, whichever is lower.

9.2 Unless otherwise agreed, liability for slight negligence, with the exception of personal injury, as well as compensation for consequential damage, pure financial loss, indirect damage, loss of production, financing costs, costs for replacement energy, loss of energy, Data or information, the loss of profit, savings not achieved, loss of interest and damage from third party claims against the licensee excluded.

9.3 Unless otherwise agreed in the individual contract, any damages are excluded in the event of non-compliance with any conditions for installation, implementation and use (such as those contained in operating instructions) or official approval conditions.

9.4 If contractual penalties have been agreed, further claims by the licensee are excluded from the respective title.

9.5 Unless otherwise agreed in the individual contract, the licensor assumes no liability for the cases mentioned in point 7.8.

9.6 The licensee is liable to the licensor for the breach of the obligations assumed in section 5.4 and indemnifies and holds the licensor harmless.

9.7 The provisions of point 9 apply finally to all claims of the licensee against the licensor, regardless of the legal reason and title, and are also effective for all employees, subcontractors and subcontractors of the licensor.

10. Payment

10.1 The amount and due date of the one-time and / or ongoing usage fee is to be agreed in individual contracts, as is any value protection.

10.2 The licensor has the right to send the invoice electronically.

11. Duration and contract termination

11.1 The duration of the right of use depends on the contract. The right of use ends at the end of the agreed usage period or is limited to the usage period of the hardware defined in the contract.

11.2 Upon termination of the right of use, the licensee is obliged, at the discretion of the licensor, to return the entire software, including any documents provided, to the licensor or to demonstrably destroy it. This also applies to software that has been changed or connected to other programs.

11.3 If individual software cannot reach an agreement on the acceptance of the specification within a reasonable period, the licensor is entitled to terminate the contract with immediate effect. Services rendered until then must be reversed in accordance with the statutory provisions.

11.4 If the licensee does not meet his obligations, the licensor is entitled to refuse to provide the service and to withdraw from the contract after setting a reasonable period of time. In any case, the licensee is liable for all damages (e.g. standing time, etc.) that the licensor incurs due to non-compliance with these obligations.

11.5 If insolvency proceedings are opened against the licensee’s assets or if an application to initiate insolvency proceedings is rejected due to insufficient assets, the licensor is entitled to withdraw from the contract without setting a grace period. If this resignation is exercised, it becomes effective immediately with the decision that the company will not continue. If the company is continued, a withdrawal will not take effect until 6 months after the opening of insolvency proceedings or after rejection of the application for opening due to lack of assets. In any case, the contract is terminated with immediate effect, provided that the insolvency law to which the licensee is subject does not conflict or if the contract is essential to avert serious economic disadvantages for the licensor.

12. Assertion of claims

All claims of the licensee are to be asserted in court in the event of other claims being lost within 3 years from the performance of the services, unless mandatory statutory provisions provide for other deadlines.

13. Compliance with export regulations

13.1 The licensee, when passing on the goods delivered by the licensor and the associated documentation, regardless of the manner in which they are made available or the services provided by the licensor, including technical support of any kind, has the applicable national and national regulations comply with international (re) export regulations. In any case, if the goods or services are passed on to third parties, he must observe the (re) export regulations of the licensor’s country of residence, the European Union, the United Kingdom of Great Britain and Northern Ireland and the United States of America.

13.2 If required for export control tests, the licensee has the licensor immediately upon request all the necessary information, including about the final recipient, final whereabouts and purpose of the software or services.

14. General

14.1 The licensor must report to the licensee if he uses the services of subcontractors. Affiliates of the licensor are considered approved in advance.

14.2 If individual provisions of the contract or these conditions should be ineffective, the effectiveness of the remaining provisions is not affected. The ineffective provision must be replaced by a valid one that comes as close as possible to the intended goal.

14.3 The German language version is the authentic version of the conditions and must also be used to interpret the contract.

15. Place of jurisdiction and law

The competent court at the licensor’s head office in Vienna, the one in Vienna’s district court, is solely responsible for deciding all disputes arising from the contract – including those regarding its existence or non-existence. The contract is subject to Austrian law excluding the referral standards. The application of the UNCITRAL Convention of the United Nations on contracts for the international sale of goods is excluded.

16. Reservation clause

The fulfillment of the contract by the licensor is subject to the condition that there are no obstacles due to national or international (re) export regulations, in particular no embargoes and / or other sanctions.

General service and maintenance conditions

1. Scope

These conditions apply to the takeover of maintenance work of all kinds, in particular also devices, machines and systems (hereinafter referred to as “services”) and only for legal transactions between companies. Unless otherwise agreed between the contracting parties, ÖNORM EN 13306 in the version of October 1, 2010 “Maintenance – Terms, Definitions and Measures” applies.

2. Conclusion of the contract

2.1 The conditions of the contractor apply exclusively, other conditions and deviations from the conditions of the contractor require his express written confirmation to be effective.

2.2 The contract is concluded if the contractor has sent a written order confirmation or a delivery after receiving the order.

2.3 Neither warranty claims nor liability can be derived from information in catalogs, brochures, advertising material and written or oral statements that have not been included in the contract.

2.4 Subsequent changes and additions to these conditions require written confirmation to be valid.

3. Billing of services

Unless otherwise agreed, the services will be charged according to time and effort (direction). After a written agreement, settlement at a flat rate is also possible. Unless expressly agreed otherwise, the services are rendered during the contractor’s normal business hours.

3.1 Services by direction

The services of the contractor are invoiced as follows:

Remuneration for personnel: The client certifies the personnel of the contractor the working time spent by confirming working hours. The working time begins on arrival and ends when the staff at the client’s site leave. If the client does not certify this without sufficient reason, the contractor’s records shall serve as the basis for billing. The agreed or set rates in the offer apply to the working time.

Spare parts: Spare parts installed by the contractor will be charged at cost.

3.2 Services at flat rates

The all-inclusive price covers the services agreed in writing by the contractor. It presupposes an unimpeded workflow and the timely completion of all necessary preliminary work by the client. The client bears any additional expenses incurred by the contractor due to circumstances for which he is not responsible, such as subsequent changes to the content or scope of the services, waiting times, etc.

3.3 Unless otherwise agreed, accommodation and travel expenses for the contractor’s staff are not included in the price and will be charged separately.

3.4 In case of doubt, an offer made by the contractor is non-binding.

3.5 If it turns out in the case of an order for repair that the repair cannot be carried out by the contractor, the contractor is entitled to invoice the costs for the troubleshooting carried out at cost.

3.6 The prices are exclusive of sales tax and, unless otherwise agreed, plus other taxes, duties and fees.

4. Payment

4.1 If the services are billed according to the direction, the prices to be billed will be invoiced after the services have been provided. For services whose duration exceeds one month after the calculation of the contractor, the invoice is made as a partial invoice at the end of each month. The lump sums agreed for recurring services (especially maintenance) are to be paid in advance for the agreed period.

4.2 Payments are to be made without any deduction to the contractor’s paying agent in the agreed currency. All related interest and expenses (such as collection and discount charges) are borne by the client. If the agreed payment dates are exceeded, the statutory default interest will be charged without prejudice to any other rights of the contractor. In the absence of any other agreement, invoices must be paid no later than 14 days after the invoice has been issued.

4.3 The client is not entitled to withhold or offset payments due to warranty claims or other claims.

4.4 A payment is deemed to have been made on the day on which the contractor can dispose of it.

4.5 If the customer is in arrears with an agreed payment or other service from this or other legal transactions, the contractor can be without prejudice to his other rights

a) postpone the fulfillment of his own obligations until this payment or other performance is effected and take a reasonable extension of the performance period,

b) make all outstanding claims from this or other legal transactions due and offset the statutory default interest plus sales tax for these amounts as of the respective due date, unless the contractor can prove any additional costs,

c) in the event of qualified insolvency, i.e. after two delays in payment, only perform other legal transactions against cash in advance.

d) terminate the contract with immediate effect with a grace period of 14 days. In any case, the contractor is entitled to invoice the client for pre-trial costs, in particular reminder fees and attorney’s fees in accordance with the legally applicable regulations.

4.6 The contractor has the right to send the invoice electronically.

5. Obligations of the client to cooperate

5.1 The client is obliged

a) to do everything necessary so that the services can be started on time and carried out without interruption,

b) to carry out any necessary on-site and other preparatory services professionally at his own expense and responsibility and to make all available documents available to the contractor in good time (e.g. system documentation, operating and control books). These documents remain the property of the client and may only be used by the contractor or his subcontractor for the purposes of the services.

c) to take the necessary accident prevention measures at his own expense. In particular, he will draw the attention of the contractor if special measures are to be taken to protect him or for the protection of third parties or if legal or administrative regulations have to be observed.

d) Before starting the services by the contractor, secure the parts of the plant that are being worked on and activate upstream or downstream parts. The contractor is entitled to refuse or interrupt services if security is not guaranteed.

e) fully insure workers he provides and assume any liability for such workers,

f) To provide spare parts or other aids in good time, if this has been agreed, and to check these together with the contractor for completeness and damage before starting the services (e.g. providing climbing aids including any safety devices in good condition).

g) to provide heatable or air-conditioned, lockable rooms and sanitary facilities for the contractor’s staff free of charge if required,

i) to inform the contractor about a temporary decommissioning of systems and about the occurrence of faults,

j) dismantled parts, insofar as they do not fall into the property of the contractor as a result of this agreement, to properly dispose of unneeded equipment and other waste at his own expense.

5.2 If the client does not meet his obligations, the contractor is entitled to refuse to provide the service and to withdraw from the contract in accordance with the legally applicable regulations. In any case, the client is liable for all damage (e.g. standing time, etc.) that the contractor incurs due to non-compliance with these obligations.

5.3 The contractor is authorized to process data of the system affected by the order with the aid of automation and to statistically evaluate it in neutralized form.

5.4 The contractor has the right to use subcontractors for all deliveries and service components if he reports this to the client.

6. Execution period

6.1 A deadline specified for completion is only binding if it has been expressly agreed as binding in writing.

6.2 The service is considered completed when the system is ready for use by the client or for testing, provided that the contract provides for testing.

6.3 If a deadline for the performance of the services is agreed between the client and the contractor, this deadline will be extended accordingly,

a) if unforeseeable circumstances or circumstances independent of the will of the party arise, such as all cases of force majeure, which hinder compliance with the agreed delivery period; this also includes in particular terrorism, armed conflicts, official interventions and prohibitions, delays in transport and customs clearance, damage in transit, lack of energy and raw materials, industrial disputes and the failure of a major one. difficult to replace suppliers. These aforementioned circumstances also entitle to an extension of the delivery period if they occur with suppliers.

b) if the client does not meet his obligations (especially those according to point 5.1). In any case, the period is extended by the duration of these circumstances.

6.4 If a case of force majeure (within the meaning of point 6.3 lit a) lasts longer than three months, each party is entitled to terminate the contract by written notice without the other party being able to derive claims for this reason.

7. Decrease in performance

7.1 The contractor must notify the client when the services have been completed. The client must then check the services immediately and then accept them. The client is not entitled to refuse acceptance due to minor defects.

7.2 If the acceptance of the services is delayed through no fault of the contractor, the acceptance shall be deemed to have taken place after two weeks, calculated from the notification of the completion of the service.

8. Termination and withdrawal from the contract

8.1 Each party is entitled to terminate the contract if the other party has failed to comply with a contractual provision within 30 days of receiving a written request from the other party to redress the violation to comply with this request.

8.2 If insolvency proceedings are opened against the assets of one of the contracting parties or if an application to initiate insolvency proceedings is rejected due to insufficient assets, the other contracting party is entitled to withdraw from the contract without setting a grace period. If this resignation is exercised, it becomes effective immediately with the decision that the company will not continue. If the company is continued, a withdrawal will not take effect until 6 months after the opening of insolvency proceedings or after rejection of the application for opening due to lack of assets. In any case, the contract is terminated with immediate effect, provided that the insolvency law to which the insolvent party is subject does not conflict or if the contract is essential to avert serious economic disadvantages of the contracting party of the insolvent party.

8.3 A contract termination according to paragraph 1 does not constitute liability for the party issuing the termination.

9. Retention of title

The contractor retains title to all supplied accessories, spare parts and replacement parts until all payments to be made under the contract plus interest and costs have been received.

10. Warranty

10.1 The contractor is obliged to comply with the agreed terms of payment, in accordance with the following provisions, to remedy any malfunction affecting the functionality that exists at the time of delivery.

10.2 Defects discovered during the warranty period will be remedied by the contractor free of charge, provided that the client notifies the complaints in writing immediately, but no later than 14 days after discovery, at least within the warranty period, and that these defects are recognized in writing by the contractor as warranty defects. In this notice of defects, the defects must be described in such a concrete manner that an assessment of the defects and the cause is possible (including transmission of any electronic records relating to the defective part, the last maintenance record, the description of the measures already taken by the client, etc.)

10.3 If the services are interrupted for reasons for which the contractor is not responsible, the warranty period for the services performed before the interruption begins no later than 2 weeks after the start of the interruption.

10.4 Unless otherwise agreed, defects are excluded from the warranty that result from unsuitable arrangement and assembly, inadequate installation, non-compliance with installation requirements and conditions of use, overuse of the parts beyond the performance specified by the contractor, negligent or incorrect treatment and use of unsuitable defects Operating materials arise; this also applies to defects that can be traced back to material and spare parts provided by the customer. The contractor is also not liable for damage caused by actions by third parties, atmospheric discharges, overvoltages, chemical influences, accidents, fire, acts of God, natural disasters (earthquakes, hurricanes), power surges, power failures, terrorism. The guarantee does not apply to the replacement of parts that are subject to natural wear and tear. Furthermore, the contractor is not liable for deliveries and services of the client or third parties commissioned by him, on existing system parts (old systems) that are not covered by the contract. The warranty expires immediately if, without the written consent of the contractor, the customer himself or a third party not expressly authorized by the contractor changes or repairs the delivered items. When asserting a defect, the customer must prove that none of these circumstances exist.

10.5 Should it become apparent after the contractor has completed the defect detection and remedial work that the contractor does not have any warranty obligations in accordance with these warranty provisions, the client is obliged to replace the contractor’s services in accordance with the repair kit applicable at that time.

10.6 In the event of a defect, the contractor primarily has the right to make improvements.

10.7 The necessary auxiliary staff, lifting devices, scaffolding and small materials, etc. must be provided for warranty work in the customer’s company.

10.8 The provisions 10.1 to 10.7 apply mutatis mutandis to any liability for defects for other legal reasons.

11. Liability and insurance

11.1 The contractor is liable for damage that has arisen in the course of the performance of the system or the object, provided that he or his vicarious agents can be proven to have acted with intent or gross negligence, whereby this total liability in the case of gross negligence in total on the value of the order or for maintenance services with an annual fee for the agreed services is limited. The liability of the contractor for each damage event is limited to 25% of the net order value.

11.2 Unless otherwise agreed, liability for slight negligence, with the exception of personal injury, as well as compensation for consequential damage, pure financial loss, indirect, indirect damage, loss of production, downtime costs, financing costs, costs for replacement energy, loss of energy, data or information, loss of profit, savings not achieved, loss of interest and damage from claims by third parties against the contractor.

11.3 Unless otherwise agreed, any damages are excluded in the event of non-compliance with any conditions for assembly, commissioning and use (such as contained in operating instructions) or the official approval conditions.

11.4 If contractual penalties have been agreed, further claims of the client from the respective title are excluded.

11.5 The provisions of item 11 apply finally to all claims of the client against the contractor, regardless of the legal reason and title, and are also effective for all employees, subcontractors and subcontractors of the contractor.

11.6 If the contractor’s staff are used directly by the client for additional services, this is done exclusively at the risk of the client and to the exclusion of any liability on the part of the contractor.

Such use of the contractor’s staff by the client beyond the respective agreement is, however, dependent on the prior written consent on the part of the contractor and is based on a previously determined or generally applicable fee.

11.7 The client will include the contractor, its possible subcontractors and consortium partners, as well as the operational risks of the services to be provided by the contractor in its existing machine breakage and machine breakdown interruption insurance and have the insurance policy restricted in favor of the contractor. At the contractor’s written request, the client must submit a suitable written confirmation from his insurance company that all obligations under this article have been met, at the latest within seven working days of the request.

12. Assertion of claims

All claims of the client are to be asserted in court in the event of other claims being lost within 3 years from the performance of the services, unless mandatory statutory provisions provide for other deadlines.

13. Compliance with export regulations

13.1 When passing on the goods delivered by the contractor and the associated documentation, regardless of the manner in which they are made available or the services provided by the contractor, including technical support of any kind, to third parties, the customer must comply with the applicable national and international (re) export regulations. In any case, if the goods or services are passed on to third parties, the (re) export regulations of the contractor’s country of domicile, the European Union, the United Kingdom of Great Britain and Northern Ireland and the United States of America must be observed.

13.2 If required for export control tests, the client has the contractor with all necessary information immediately upon request, including about the final recipient, final destination and intended use of the goods or services.

14. General

14.1 If individual provisions of the contract or these conditions should be ineffective, the effectiveness of the remaining provisions is not affected. The ineffective provision is to be replaced by a valid one that comes as close as possible to the intended goal.

14.2 The German language version is the authentic version of the conditions and is also the one to be used for the interpretation of the contract.

15. Place of jurisdiction and law

The competent court at the contractor’s headquarters, in Vienna at the district court of the Inner City district, is solely responsible for deciding all disputes arising from the contract – including those regarding its existence or non-existence. The contract is subject to Austrian law excluding the referral standards. The application of the UNCITRAL United Nations Convention on Contracts for the International Sale of Goods is excluded.

16. Reservation clause

The fulfillment of the contract on the part of the contractor is subject to the condition that there are no obstacles due to national or international (re) export regulations, in particular no embargoes and / or other sanctions.