On this site you can find our General Terms and Conditions, the General Software Terms and Conditions as well as the General Terms and Conditions for our online shop.
General Terms of Delivery
These general terms apply to legal transactions between companies with regard to the delivery of goods, and analogously also to the provision of services.
2.1 Offers of the seller shall be considered non-binding.
2.2 Any documentation regarding offers and projects must neither be reproduced nor made available to third parties without the seller’s consent. The return of such documents may be requested at any time and they shall be returned to the seller immediately once the order has been placed elsewhere.
3. Contract conclusion
3.1 The contract is deemed concluded once the seller has sent a written order confirmation or consigned a delivery after receipt of the order.
3.2 No warranty claims may be derived nor liabilities established from information provided in catalogues, brochures, advertising material, and written or oral statements not included in the contract.
3.3 Any subsequent amendments and supplements to these terms shall be con-firmed in writing to be valid.
4.1 The delivery period shall commence on the latest of the following dates:
a) Date of order confirmation
b) Date of fulfilment of all technical, commercial and other requirements in-cumbent upon the buyer;
c) Date on which the seller receives an advance payment or security that needs to be provided before delivery of the goods.
4.2 Approvals by authorities and third parties that might be required for executing installations shall be obtained by the buyer. If such approvals are not obtained in time, the delivery period shall be extended accordingly.
4.3 The seller shall be entitled to effect and charge partial or advance deliveries. If delivery on cal has been agreed, the goods shall be deemed called up 1 year after the order was placed at the latest.
4.4 In case any unforeseeable circumstances or circumstances outside the par-ties’ sphere of influence such as, for example, all instances of force majeure, occur, which prevent compliance with the delivery period agreed upon, the lat-ter shall be extended by the duration of such circumstances in any case; this shall include, in particular, armed conflicts, official interventions and bans, transport and customs delays, transport damage, shortage of power and raw materials, industrial disputes and the loss of a crucial supplier that is difficult to replace. These above-mentioned circumstances shall also be deemed rea-sons for extending the delivery period if they affect sub-suppliers.
4.5 If, upon conclusion of the contract, a contractual penalty for default in delivery has been agreed, such penalty shall be paid in compliance with the following provision and, for the rest, any deviation from this provision in individual re-spects shall not affect its applicability:
In case of a delay in performance that has demonstrably occurred solely through the fault of the seller, the buyer shall be entitled to claim, for every full week of delay, a contractual penalty of no more than . %, up to a maximum of 5 %, of the value of that part of the overall delivery which cannot be used due to the delay in delivery of an essential part, provided a loss was incurred by the buyer in that amount.
Any further claims from the delay shall be excluded.
4.6 If acceptance has been agreed, the goods shall be deemed fully accepted upon commencement of their use in the context of the buyer’s business opera-tion at the latest.
4.7 The seller shall be entitled to use subcontractors with regard to all deliveries and elements of the performance, provided the seller informs the buyer ac-cordingly.
5. Transfer of risk and place of performance
5.1 Unless otherwise agreed, the delivery of the goods shall be deemed sold EXW acc. to INCOTERMS® 2010.
gem. INCOTERMS® 2010 verkauft.
5.2 The place of performance of services is primarily the place specified in the written order confirmation, secondarily it is the place where the service is ac-tually performed by the seller. The risk of a performance or partial perfor-mance agreed shall vest in the buyer upon performance being effected.
6.1 If no terms of payment have been agreed, 1/3 of the price shall be due upon receipt of the order confirmation, 1/3 after expiry of half the delivery period, and the rest upon delivery. Notwithstanding the above, the VAT included in the invoice shall be paid no later than 30 days following invoicing in each case.
6.2 In case of partial invoices, the partial payments shall be due upon receipt of the relevant invoice. This shall also apply to settlement amounts arising due to subsequent deliveries or other agreements beyond the original final amount, notwithstanding the terms of payment agreed for the main delivery.
6.3 Payments shall be made in the currency agreed to the seller’s paying office without any deductions or charges. Any cheques or bills of exchange shall on-ly be accepted as an undertaking to pay. All associated interest and expenses (such as debiting and discount charges) shall be borne by the buyer.
6.4 The buyer shall not be entitled to retain or offset payments on account of warranty claims or other counterclaims.
6.5 A payment shall be deemed made on the date the seller is able to dispose of the amount paid.
6.6 If the buyer is in default of any agreed payment or other performance from this or any other legal transactions, the seller may, without prejudice to any other rights the seller may have,
a) postpone fulfilment of its own obligations until said payment or other per-formance has been effected, and claim an appropriate extension of the delivery period,
b) demand payment of all outstanding receivables from this or other legal transactions and charge statutory default interest plus VAT for these amounts, with effect from the respective due date, unless the seller is able to provide proof of any additional costs,
c) in the event of qualified insolvency, i.e. after two instances of default, per-form other legal transactions only against cash in advance.
At any rate, the seller shall be entitled to invoice pre-trial expenses, in particu-lar dunning expenses and lawyers’ fees, according to applicable statutory pro-visions.
6.7 The seller shall retain title to all goods delivered until full payment of the amounts invoiced plus interest and costs.
To secure the seller’s purchase price claim, the buyer hereby assigns to the seller its claims from reselling goods subject to retention of title, even after they have been further processed, transformed or mixed. The buyer shall be authorised to dispose of the goods subject to retention of title in case of resell-ing with payment of the purchase price being deferred, on the condition that the buyer informs the secondary buyer about the assignment for security, con-currently with the resale, or notes down the assignment in its books. Upon re-quest, the buyer shall inform the seller about the claim assigned and the rele-vant debtor and provide all information and documents required for collection of the claim and to notify the third-party debtor about the assignment. In case of seizure or other claims being made, the buyer shall be obliged to refer to the seller’s title and to notify the latter immediately.
6.8. The seller shall be entitled to submit the invoice electronically.
7. Warranty and assumption of responsibility for defects
7.1 In case the terms of payment agreed are complied with, the seller shall be obliged, under the following provisions, to eliminate any defect existing at the time of handover that is detrimental to functionality and based on faulty design or material or poor workmanship. No warranty claims may be derived from in-formation provided in catalogues, brochures, advertising material and written or oral statements not included in the contract.
7.2 Unless otherwise agreed, the statutory period of warranty shall apply. This shall also apply to objects of delivery and performance that are firmly attached to a building structure or to the ground. The warranty period shall commence at the time the risk is transferred under item 5.
7.3 If delivery or performance is delayed for reasons outside the sphere of influ-ence of the seller, the warranty period shall commence two weeks after the latter’s willingness to delivery and/or perform.
7.4 The warranty claim is contingent upon the prerequisite that the buyer has reported any defects that have occurred in writing in due time and that the seller receives this report. The buyer shall provide evidence that the defect ex-ists within an appropriate period of time, in particular by providing to the seller the documents and/or data available on the buyer’s premises. In the event of a defect subject to the warranty obligation under item 7.1, the seller shall, at its discretion, rectify the defective good or the defective part at the place of per-formance or arrange for it to be sent to its own place for rectification, or reduce the price accordingly.
7.5 Any supporting staff, lifting devices, scaffolding and incidentals required for performing warranty work on the buyer’s premises shall be provided. Replaced parts shall pass into the seller’s ownership.
7.6 If goods are manufactured by the seller based on design descriptions, draw-ings, models or other specifications provided by the buyer, the seller’s liability shall only extend to execution as agreed.
7.7 Unless otherwise agreed, the warranty shall not include any defects that result from arrangement and assembly not effected by the seller, insufficient adjust-ment, non-compliance with installation requirements and conditions of use, excessive stress on parts beyond the performance specified by the seller, neg-ligent or incorrect treatment and use of inappropriate operating material; this shall also apply to defects resulting from material provided by the buyer. Nor shall the seller be liable for damage resulting from acts by third parties, at-mospheric discharges, overvoltage and exposure to chemicals. The warranty shall not cover the replacement of parts that are subject to natural wear.
7.8 The warranty shall lapse immediately once the buyer itself or a third party not explicitly authorised by the seller effects any modifications or repairs to the products delivered without written consent by the seller.
7.9 Provisions 7.1 to 7.8 shall apply accordingly to every instance of assuming responsibility for defects on other legal grounds.
8. Rescission of the contract
8.1 Unless any more specific provision was agreed, the buyer shall be entitled to rescind the contract for default in delivery resulting from gross negligence on the part of the seller and the unsuccessful expiry of a reasonable period of grace granted. Rescission shall be declared by means of a registered letter.
8.2 Notwithstanding its other rights, the seller shall be entitled to rescind the contract
a) if the execution of the delivery and/or commencement or continuation of the performance becomes impossible for reasons within the sphere of re-sponsibility of the buyer or is delayed despite an appropriate period of grace being granted,
b) if concerns with regard to the solvency of the buyer have been raised and the latter does neither make an advance payment upon request by the seller nor provide suitable security before delivery,
c) if the delivery period is extended due to the circumstances mentioned in item 4.4 for more than half of the delivery period originally agreed, but for at least 6 months, or
d) if the buyer does not or not duly meet the obligations imposed upon it un-der item 13.
8.3 Rescission may also be declared with regard to an outstanding part of the delivery or performance for the reasons listed above.
8.4 If insolvency proceedings are opened with respect to the buyer’s assets or a request for initiation of insolvency proceedings is rejected for lack of sufficient assets, the seller shall be entitled to rescind the contract without granting a period of grace. If such rescission is declared, it shall become effective immediately once the decision is made not to continue the company. If the company is continued, the rescission shall become effective only 6 months after opening of insolvency proceedings or after rejection of the request for initiation for lack of assets. In any case, the contract shall be terminated with immediate effect, provided that the insolvency law governing the buyer does not provide for otherwise or if termination of the contract is essential to avoid serious financial disadvantages for the seller.
8.5 Notwithstanding the seller’s compensation claims including pre-trial costs, in the event of rescission, every performance or partial performance already ef-fected shall be settled and paid as contractually agreed. This shall also apply to any delivery or performance not yet accepted by the buyer as well as for any preparatory measures effected by the seller. The seller shall also be enti-tled to request the return of products already delivered instead.
8.6 Any other consequences of rescission shall be excluded.
8.7 Any claims asserted by the buyer for laesio enormis, error and frustration of contract shall be excluded.
9. Disposal of waste electrical and electronic equipment
The buyer domiciled in Austria shall ensure that the seller is provided with all relevant information enabling it to meet its obligations as a manufacturer/importer according to applicable statutory provisions.
10. Seller’s liability
10.1 The seller shall be liable for damage outside the sphere of the Produkthaf-tungsgesetz [Austrian product liability act] – in line with statutory regulations – only if its intent or gross negligence is proven. Total liability of the seller in cases of gross negligence shall be limited to the lower of the net contract val-ue or EUR 500,000. The seller’s liability shall be limited to the lower of 25 % of the net contract value or EUR 125,000 per event of loss.
10.2 Unless otherwise agreed, any liability for slight negligence, with the exception of personal injury, and compensation for consequential damage, pure financial loss, indirect loss, production downtime, cost of financing, cost of substitute power, loss of power, data or information, lost profit, savings not achieved, in-terest losses and losses from third-party claims asserted against the buyer shall be excluded.
10.3 Unless otherwise agreed, all forms of compensation shall be excluded in case of non-compliance with any requirements for assembly, commissioning and use (such as those included in operating instructions) or official authorisation requirements.
10.4 If contractual penalties have been agreed, any claims of the buyer beyond that arising from the relevant title shall be excluded.
10.5 The provisions of item 10 shall finally settle all claims of the buyer vis-à-vis the seller, on any legal ground and title whatsoever, and shall also apply to all staff members, subcontractors and sub-suppliers of the seller.
11. Industrial property rights and copyright
11.1 If a product is manufactured by the seller based on design descriptions, drawings, models or other specifications provided by the buyer, the buyer shall fully indemnify the seller in the event of any violation of property rights.
11.2 Final planning documents such as plans, drawings and other technical docu-mentation shall remain the intellectual property of the seller at all times, as shall samples, catalogues, brochures, images and the like, and shall be sub-ject to the relevant statutory provisions with regard to reproduction, imitation, competition etc. Item 2.2 shall also apply to final planning documents.
12. Assertion of claims
All claims of the buyer shall be asserted in court within 3 years after performance of the services, otherwise they shall be forfeited, unless other deadlines are provided for by mandatory statutory provisions.
13. Compliance with export regulations
13.1 When passing on the goods supplied by the seller to third parties, together with the pertinent documents, regardless of the manner in which the latter are provided or the services performed by the seller, including technical support of any kind, the buyer shall comply with the applicable provisions of the national and international (re-)export regulations. In any case, the buyer shall comply with the (re-)export regulations of the seller’s country of domicile, the Europe-an Union, the United Kingdom of Great Britain and Northern Ireland and the United States of America when passing on the goods and/or services to third parties.
13.2 If required for export control checks, the buyer shall immediately provide to the seller upon request all necessary information, among others about the final re-cipient, final destination and purpose of use of the goods and/or services.
14. General information
14.1 If individual provisions of the contract or of these terms & conditions should be invalid, this shall not affect the validity of the remaining provisions. The invalid provision shall be replaced with a valid provision that approximates the intend-ed objective as closely as possible.
14.2 The German-language version shall be deemed the authentic version of the terms & conditions and shall be used to interpret the contract.
15. Place of jurisdiction and applicable law
The exclusive place of jurisdiction for resolving all disputes arising from the contract – including those regarding its existence or non-existence – shall be the court with subject matter jurisdiction at the seller’s head office; in Vienna, this shall be the court located in the district of the Local Court of Innere Stadt. The contract shall be gov-erned by Austrian law to the exclusion of conflict of law rules. Application of the UNCITRAL UN Convention on Contracts for the International Sale of Goods shall be excluded.
16. Reservation clause
Performance of the contract on the part of the seller shall be subject to the reservation that no obstacles exist under national or international (re-)export regulations, in particular no embargoes and/or other sanctions.
General Software Terms and Conditions
1. Object of the contract
1.1 These Software Terms and Conditions apply to legal transactions between companies for the delivery and licensing of software. Software, within the meaning of these terms and conditions, concerns computer programs as defined by Article 40a of the Austrian Copyright Act [Urheberrechtsgesetz] which have been distributed as standard by the licensor or custom developed/adapted by the licensor for the licensee to use on, operate or control electrical and/or electronic equipment and systems, including documentation supplied for this purpose pursuant to item 5.
1.2 The scope and associated software services as well as any additional services are to be defined in an individual contract. These terms and conditions shall also apply to those software services and additional services.
2. Granting of rights
2.1 Unless agreed otherwise in an individual contract, the licensee shall receive the non-transferable and non-exclusive right to use the software at the agreed installation site in compliance with the contractual specifications. If hardware is supplied with the software, this right is exclusively limited to use on this hardware.
If the software is independent, use shall be permitted exclusively on hardware defined in terms of type, quantity and installation site in the contract. Use on hardware other than that defined in the contract and on multiple workstations shall require a separate written agreement.
2.2 All other rights to the software shall be reserved for the licensor. Therefore, without the licensor’s prior written consent, the licensee shall not be entitled, in particular, to reproduce or modify the software, to make it available to third parties or to use it on hardware other than that defined in the contract, without prejudice to the provisions of Article 40d of the Austrian Copyright Act.
3. Contract conclusion
3.1 Offers by the licensor shall be considered non-binding in case of doubt. The contract for the delivery and licensing of software, plus the associated software services to be agreed in an individual contract, shall be deemed to have been concluded when the licensor, after receiving the licensee’s purchase order, confirms the order in writing or has made the first partial delivery.
3.2 Any documentation regarding offers and projects must be neither reproduced nor made available to third parties without the licensor’s consent. It may be demanded back at any time and must be returned to the licensor immediately if a contract is not realised between the licensor and the licensee concerning the present order.
3.3 Any subsequent changes or additions to the software delivery and licensing contract including these terms and conditions must be made in writing. Any provisions that deviate from these terms and conditions shall be deemed to have been agreed in an individual contract if the licensor consents to them explicitly.
4. Licensee’s duty to cooperate
Without prejudice to a provision in an individual contract, the licensee shall be responsible for:
a) selection of the software offered by the licensor;
b) provision of all the information required to draw up technical specifications in the case of customised software;
c) use of the software as well as the results achieved with it;
d) loading of new versions and updates made available to the licensee.
5. Software specifications
5.1 For standard software, the licensor shall provide the specifications.
5.2 For customised software ordered by the licensee, technical specifications must be agreed in writing between the licensor and the licensee. 5.3 Software specifications may, for example, include performance features, documentation concerning specific functions, hardware and software requirements, installation requirements, conditions of use, and operation (user manual).
5.4 The licensee shall be responsible for complying with the software specifications, especially the conditions of use, as well as for acquiring and complying with any official authorisation requirements.
6. Delivery, assumption of risk, and acceptance inspection
6.1 Unless agreed otherwise in an individual contract, the licensor shall supply the software to the licensee in a machine-readable form. This shall be done either in the form of a physical delivery or handover of a physical data carrier or through provision in an electronic form (e.g. download). The licensor shall be entitled to deliver the version that is current at the time of delivery.
6.2 If no delivery date is agreed, the delivery date shall be communicated by the licensor to the licensee.
6.3 Software and data carriers shall be dispatched at the licensee’s risk.
6.4 If an acceptance inspection is envisaged, the software shall be available to the licensee for use free of charge during a test period. The test period shall begin once the software has been delivered or made available in an electronic form pursuant to item 6.1 and shall last for one week unless agreed otherwise in an individual contract.
6.5 The software shall be deemed to have been accepted after the test period expires if:
6.5.1 the licensee confirms its adherence to the contractual specifications;
6.5.2 the licensee does not raise a complaint in writing about any significant defects within the test period; or
6.5.3 the licensee uses the software for its business purposes after the test period expires.
6.6 If an acceptance inspection is not envisaged, the time of delivery shall replace the acceptance inspection with regard to the legal consequences pursuant to item 7.1. In any case, risk shall pass to the licensee upon delivery.
7. Warranty and assumption of responsibility for defects
7.1 For software, the licensor shall guarantee its adherence to the specifications valid at the time of conclusion of the contract if and to the extent that the software is installed in accordance with the applicable installation requirements and used under the applicable conditions of use. No warranty claims may be derived nor liabilities established from information provided in catalogues, brochures, advertising materials and written or oral statements not included in the contract. Unless agreed otherwise in an individual contract, the statutory warranty period shall apply from the time of the acceptance inspection or delivery.
7.2 Unless agreed otherwise in an individual contract, the burden of proving that the defect already existed at the point of handover shall be based on the statutory warranty provisions.
7.3 Unless agreed otherwise in an individual contract, the prerequisites for the assertion of warranty claims are an immediate examination and/or test of the software upon delivery as well as an immediate written notice of defects in which the licensee must do its very best to provide details of the deviation from the specifications, the operating steps that led to the defect and the software error message.
7.4 The prerequisites for the elimination of any defect are that
a) this involves a deviation that impairs function;
b) this is reproducible;
c) the licensee has installed new versions and updates offered to it free of charge within the warranty period, if applicable;
d) the licensor receives all documentation and information required to eliminate the defect from the licensee; and
e) the licensor can access hardware and software during its normal working hours.
7.5 The elimination of defects, which are function-impairing deviations from the valid specifications, shall, at the licensor’s discretion, involve the delivery of new software or a corresponding modification to the program.
7.6 Unless agreed otherwise in an individual contract, no warranty shall be assumed for software modified by the licensee or third parties without the licensor’s prior written consent, even if the defect occurs in an unmodified part of the program.
7.7 Unless agreed otherwise in an individual contract beforehand, any modification by the licensee or third parties to the hardware or hardware configuration originally provided for installation of the software shall result in the cancellation of the warranty.
7.8 Unless agreed otherwise in an individual contract, the licensor shall provide no warranty
a) for third-party software that is not part of the contract,
b) for interaction between the contractual software and other software programs used or planned at the licensee or
c) for merely short-term, typical software interruptions and/or malfunctions.
7.9 Improper handling or errors in operation and/or use of the software by the licensee or third parties shall result in an exclusion of the warranty.
7.10 If the warranty is intact and the software, in a function-impairing manner, does not adhere to the specifications, and the licensor, despite sustained efforts, is unable to achieve adherence to the specifications within a reasonable period of time, either contracting party shall have the right to dissolve the contract for the software concerned with immediate effect in exchange for restitution of the services and payments received.
7.11 Defects to individual programs shall not give the licensee the right to dissolve the contract with regard to the remaining programs.
7.12 Unless agreed otherwise in an individual contract, further claims based on deficiency of the software shall be excluded, with the exception of any under item 7.
7.13 Maintenance (e.g. troubleshooting, error rectification and updating, etc.) which does not come under the elimination of defects, as well as responsibility for the respective costs, must be agreed separately.
8. Industrial property rights and copyright
8.1 The licensor shall assist the licensee with fighting any claims based on a violation of an industrial property right or copyright valid according to the Austrian legal system that has been caused by software used in accordance with the contract. The licensee shall inform the licensor in writing without delay if such claims are asserted against it, and shall also serve a third-party notice in the event of a legal dispute to give it the opportunity to join the proceedings.
8.2 If claims arising from the violation of property rights are asserted for which the licensor is responsible, the licensor may modify or replace the software or obtain a right of use, at its own expense. If this is not possible with reasonable cost and effort, the licensee must return the original plus all copies of the software, including supplied documentation, immediately at the licensor’s request in exchange for reimbursement of the remuneration. This shall conclusively settle any claims the licensee may have concerning the violation of industrial property rights and copyright, to the exclusion of any further obligation on the part of the licensor.
8.3 The licensor shall reserve the right to examine (“Audit”) the agreed use of the software itself or through a commissioned third party (“Subcontractor”) provided that it provides written notice of this examination 14 days in advance. The licensee shall be obliged to assist with the Audit and to grant the licensor, or its Subcontractors, sufficient access to information associated with the use of the software (e.g. server, business records, etc.). Any underpayment of the fee must be settled within 14 days of receiving a written request. The licensor shall also be entitled to terminate the contract extraordinarily. Responsibility for the costs of the Audit must be agreed separately.
8.4 The licensee shall implement technical or other measures to ensure that, due to open source software used by the licensee, the present software is not subject to the same open source software (OSS) licensing conditions.
8.5 For software for which the licensor only has a derived right of use (third-party software), the terms and conditions of use agreed between the licensor and its licensor shall apply in addition and shall take priority over the present terms and conditions if and to the extent that those terms and conditions of use relate to the licensee (e.g. end-user license agreement). The licensor hereby draws attention to those terms and conditions and shall make them available to the licensee on request.
8.6 The licensee shall be responsible for protecting all the licensor’s rights (such as industrial property rights and copyright, including the right to a copyright notice) in respect of the software and for protecting the licensor’s entitlement to confidentiality in respect of business and trade secrets, thereby also ensuring that employees and agents of the licensee and/or third parties protect such rights and entitlement; this shall apply even if the software has been modified or combined with other programs. This obligation shall remain valid even after termination of the contract.
9.1 Unless agreed otherwise in an individual contract, the licensor shall only be liable for damage, in line with statutory regulations, if and to the extent that its intent or gross negligence is proven. Total liability of the licensor in cases of gross negligence shall be limited to the lower of the net contract value or EUR 500,000. The licensor’s liability shall be limited to the lower of 25% of the net contract value or EUR 125,000 per claim.
9.2 Unless agreed otherwise, any liability for slight negligence, with the exception of personal injury, and compensation for consequential damage, pure financial loss, indirect loss, production downtime, cost of financing, cost of substitute power, loss of power, data or information, lost profit, savings not achieved, interest losses and losses from third-party claims asserted against the licensee shall be excluded.
9.3 Unless agreed otherwise in an individual contract, all forms of compensation shall be excluded in case of non-compliance with any requirements for installation, implementation and use (such as those included in operating instructions) or official authorisation requirements.
9.4 If contractual penalties have been agreed, any claims of the licensee in excess thereof on the same legal grounds shall be excluded.
9.5 Unless agreed otherwise in an individual contract, the licensor shall also not assume any liability whatsoever for the situations referred to in item 7.8.
9.6 The licensee shall be liable to the licensor for violation of the obligations assumed in item 5.4 and shall indemnify and hold the licensor harmless in this regard.
9.7 The provisions of item 9 shall apply conclusively to all claims on the part of the licensee against the licensor, under any legal ground and title whatsoever, and shall also apply to all staff members, subcontractors and sub-suppliers of the licensor.
10.1 The amount and due date of the one-time and/or ongoing usage fee is to be agreed in an individual contract, as should any value guarantee.
10.2 The licensor shall be entitled to submit the invoice electronically.
11. Duration and termination of the contract
11.1 The duration of the right of use shall be based on the contract. In any case, the right of use shall end upon the expiry of the agreed usage period or shall be limited to the period of use of the hardware defined in the contract, if applicable.
11.2 Upon termination of the right of use, the licensee shall be obliged, at the licensor’s discretion, to return the entire software including supplied documentation to the licensor or to demonstrably destroy it. The same shall apply to software that has been modified or combined with other programs.
11.3 In the case of customised software, if a consensus cannot be reached within a reasonable period concerning acceptance of the technical specifications, the licensor shall be entitled to terminate the contract with immediate effect. Restitution shall be required for any performance already rendered up to that point in accordance with statutory provisions.
11.4 If the licensee fails to meet its obligations, the licensor shall be entitled to refuse the provision of services and to rescind the contract after setting a reasonable deadline. At any rate, the licensee shall be liable for any damage (for instance, downtimes, etc.) incurred by the licensor due to non-compliance with these obligations.
11.5 If insolvency proceedings are opened with respect to the licensee’s assets or a request for initiation of insolvency proceedings is rejected for lack of sufficient assets, the licensor shall be entitled to rescind the contract without granting a period of grace. If such rescission is declared, it shall become effective immediately once the decision is made not to continue the company. If the company is continued, the rescission shall only become effective 6 months after initiation of the insolvency proceedings or after rejection of the request for initiation due to a lack of assets. In any case, the contract shall be terminated with immediate effect provided that the insolvency law governing the licensee does not provide otherwise or if termination of the contract is essential to avoid serious financial disadvantages for the licensor.
12. Assertion of claims
Any claims on the part of the licensee must be asserted in court within 3 years after performance of the services, otherwise they shall be forfeited unless other deadlines are provided for by mandatory statutory provisions.
13. Compliance with export regulations
13.1 When passing on the goods supplied by the licensor to third parties, together with the pertinent documents, regardless of the manner in which they are provided or regardless of the services performed by the licensor, including technical support of any kind, the licensee must comply with the applicable provisions of the national and international (re-)export regulations. In any case, the licensee must comply with the (re-)export regulations of the licensor’s country of domicile, the European Union, the United Kingdom of Great Britain and Northern Ireland and the United States of America when passing on goods or services to third parties.
13.2 If required for export control checks, the licensee must immediately provide the licensor upon request with all necessary information, including information about the final recipient, final destination and intended use of the software or services.
14.1 The licensor must inform the licensee if it shall commission subcontractors. Companies affiliated with the licensor shall be deemed to have been approved in advance.
14.2 If individual provisions of the contract or of these terms and conditions should be invalid, this shall not affect the validity of the remaining provisions. The invalid provision must be replaced with a valid provision that approximates the intended objective as closely as possible.
14.3 The German-language version shall be deemed the authentic version of the terms and conditions and shall also be used to interpret the contract.
15. Place of jurisdiction and applicable law
The exclusive place of jurisdiction for resolving all disputes arising from the contract – including those regarding its existence or non-existence – shall be the court with subject-matter jurisdiction at the licensor’s head office; in Vienna, this shall be the court located in the district of the Local Court of Innere Stadt. The contract shall be governed by Austrian law to the exclusion of conflict of law rules. Application of the UNCITRAL UN Convention on Contracts for the International Sale of Goods shall be excluded.
16. Reservation clause
Performance of the contract on the part of the licensor shall be subject to the reservation that no obstacles exist under national or international (re-)export regulations, in particular no embargoes and/or other sanctions.
General Terms and Conditions (Online-Shop B2B)
§ 1 Scope and Provider
(1) These General Terms and Conditions apply to all orders placed with the online shop of SILA Embedded Solutions GmbH, Managing Director: Dr. Ing. techn. Dipl.-Ing. Christian Walter MSc. make.
Service hotline: + 43-664-2486048
(2) The product range in our online shop is exclusively aimed at buyers who have reached the age of 18 and are to be regarded as entrepreneurs.
(3) Our deliveries, services and offers are made exclusively on the basis of these General Terms and Conditions. The general terms and conditions therefore apply to companies for all future business relationships, even if they are not expressly agreed again. The inclusion of terms and conditions of a customer, which contradict our terms and conditions, is already contradicted.
(4) Contract language is exclusively German. This translation is only provided for reference.
(5) You can retrieve and print the currently valid terms and conditions on the website.
§ 2 Conclusion of contract
(1) The presentation of goods in the online shop does not constitute a binding application for the conclusion of a purchase contract. Rather, it is a non-binding request to order goods in the online shop.
(2) By clicking on the button “order now paying” you make a binding offer
(3) After receipt of the purchase offer, you will receive an automatically generated e-mail confirming that we have received your order (acknowledgment of receipt). This confirmation of receipt does not represent an acceptance of your purchase offer. A contract does not come about through the acknowledgment of receipt yet.
(4) A purchase contract for the goods only comes into existence if we expressly declare acceptance of the purchase offer or if we ship the goods to you without prior express acceptance.
§ 3 prices
The prices quoted on the product pages are net prices and are exclusive of the respective shipping costs
§ 4 Terms of payment; delay
(1) Payment is optional:
Invoice in advance,
cash on delivery,
(2) If you select the payment method in advance, we will give you our bank details in the order confirmation. The invoice amount must be transferred to our account within 10 days after receipt of the order confirmation.
(3) When paying by credit card, the purchase price is reserved on your credit card at the time of order (“authorization”). The actual charge on your credit card account will be at the time we ship the goods to you.
(4) If you pay by direct debit, you may have to bear any costs incurred as a result of a chargeback of a payment transaction due to insufficient funds or due to incorrectly transmitted bank details.
(5) If you are in arrears with a payment, you are obliged to pay the statutory default interest in the amount of 9 percentage points above the base rate. In addition, there is a claim to payment of a lump sum of 40 euros. The assertion of further damages remains reserved.
§ 5 set-off / right of retention
(1) You are only entitled to set-off if your counterclaim has been legally established or is not disputed by us.
(2) You can only exercise a right of retention if your counterclaim is based on the same contractual relationship.
§ 6 delivery; Retention of title
(1) Unless otherwise agreed, the delivery of the goods at their request from our warehouse to the address specified by you.
(2) We reserve the ownership of the goods until complete settlement of all claims from the current business relationship. Before the transfer of ownership of the reserved goods, a pledge or security transfer is not permitted.
(3) You may resell the goods in the ordinary course of business. In this case, you already assign to us all claims in the amount of the invoice amount, which accrue to you from the resale. We accept the assignment, but you are authorized to collect the claims. If you do not properly meet your payment obligations, we reserve the right to collect claims ourselves.
(4) In the case of combination and mixing of the reserved goods, we acquire co-ownership of the new item in proportion of the invoice value of the reserved goods to the other processed items at the time of processing.
(5) We undertake to release the securities to which we are entitled on request to the extent that the realizable value of our securities exceeds the claims to be secured by more than 10%. The selection of the securities to be released is our responsibility.
§ 7 Warranty
The General Software Conditions issued by the Austrian Electrical and Electronics Industry Association (FEEI) apply.
§ 8 Liability
The General Software Conditions issued by the Austrian Electrical and Electronics Industry Association (FEEI) apply.
§ 9 Final Provisions
(1) Should one or more provisions of these Terms and Conditions be or become ineffective, this shall not affect the validity of the remaining provisions otherwise.
(2) Exclusively Austrian law is applicable to contracts between us and you excluding the provisions of the United Nations Convention on Contracts for the International Sale of Goods (CISG, “UN Purchase Law”).
(3) If you are a merchant, legal entity under public law or public law special fund, the place of business of the seller is the place of jurisdiction for all disputes arising from or in connection with contracts between us and you.