1. Validity of terms and conditions
Unless otherwise expressly agreed, our general terms and conditions announced to the contracting party apply.
Our contractual partner agrees that in the case of the use of terms and conditions by him in case of doubt our conditions shall be assumed, even if the conditions of the contractor remain uncontested.
In this respect, performance of our performance on the part of the contract does not constitute acceptance of terms and conditions deviating from our terms and conditions. If ambiguity nevertheless remains in the interpretation of the contract, these must be eliminated in such a way that the contents agreed upon are usually agreed in comparable cases.
Our offers are non-binding. The contract shall only be deemed concluded upon submission of a written order confirmation by us.
3. Protection of plans and documents / secrecy
Plans, sketches, quotations and other documents such as brochures, catalogs, samples, presentations and the like remain our intellectual property. Any use, in particular the forwarding, copying, publishing and making available, including even partial copying, requires our express consent.
All of the above-mentioned documents can be reclaimed from us at any time and must be returned to us immediately without being asked, if the contract is not concluded.
Incidentally, our contractual partner undertakes to keep secret the knowledge gained from the business relationship with third parties.
4. price (purchase price, wages)
In the absence of any other agreement, we are entitled to charge for the work performed by us after the actual seizure and the expenses incurred by us. These invoices must be paid within 10 days of receipt of invoice.
If no reasoned objection is raised in writing against our invoice within 2 weeks, it shall in any case be deemed approved.
We are expressly entitled to make partial billing, provided that the service is provided in parts.
All prices quoted by us are, unless otherwise stated, exclusive of VAT. In the case of billing, the legal value added tax will be added to these prices.
4.1. Value clause
It is expressly agreed value stability of the claim and ancillary claims. As a measure of the calculation of the value stability is the monthly published by the Austrian Central Statistical Office consumer price index or a passing in its place index.
The reference value for this contract is the index number calculated for the month in which the contract was concluded. Fluctuations in the index above or below 1% are not taken into account and will only be charged in full if this margin is exceeded. This margin shall be recalculated up or down each time it is crossed, whereby the first index number outside the prevailing margin shall always form the basis both for the recalculation of the claim amount and for the calculation of the new margin. The resulting amounts shall be rounded off to one decimal place.
In the case of a consumer transaction, no price changes will be made during the first two months of conclusion of the contract unless expressly negotiated in detail.
5. Terms of payment (due date, partial payment, discount)
The buyer / work orderer commits itself to the complete payment of the purchase price / work wage already at contract conclusion.
6. Default interest
Even in the event of default of payment by the buyer / works orderer, we are entitled to charge default interest in the amount of 10% above the base rate annually; this does not affect claims for compensation for proven higher interest rates.
7. Transport – Risk bearing
In the absence of an express agreement to the contrary, the costs and the risk of transport for deliveries shall be borne by our contractual partner.
8. Retention of title
The goods remain our property until full payment of the purchase price and all costs and expenses. A resale is only permitted if we have been informed of this in good time before by quoting the name or the company and the exact business address of the buyer and we agree to the sale. In the case of our consent, the purchase price claim is deemed assigned to us and we are always authorized to inform the third party debtor of this assignment. In the case of a large number of claims on our part, payments by the debtor are primarily attributed to those of our claims that are no longer secured by a reservation of title or other security.
In case of default, we are entitled to assert our rights under the reservation of title. It is agreed that the assertion of the reservation of title does not constitute a withdrawal from the contract, unless we expressly declare the withdrawal from the contract.
9. Place of performance
The place of fulfillment is Münzgrabenstraße 20, 8010 Graz, both for our services and the consideration
10. Non-performance / delivery and service delay
In any case, the buyer / works orderer has to accept slight short-term delivery delays without the customer being entitled to a claim for damages or a right of withdrawal.
The delivery date is fixed as far as we can withdraw in the event of default of the contracting party without further period of grace by mere declaration. This declaration must be made within … days. We are entitled to assert all damages resulting from the delay.
The delivery date is fixed. In case of default, no resignation is required; its consequences occur automatically.
10.1. delay of acceptance
If our contractual partner is in default of acceptance, we are entitled to store the goods with us, for which we charge a storage fee of € 1 per started calendar day.
11. Cancellation fees / Reuegeld
The buyer has the right to withdraw from the contract against payment of a cancellation fee (a redemption amount) of 50% of the purchase price / wages without giving reasons (§ 909 ABGB).
12. One-sided changes in performance
Objectively justified and reasonable changes to our performance or delivery obligation, in particular reasonable delivery deadline or short-term payment deadlines on our part shall be deemed approved in advance.
Objectively justified and minor changes that do not affect the price, can be made on our part. This applies in particular to such delivery time overruns. We will then, if the actual deadline can be estimated, but no later than one week before the originally agreed delivery date, announce how long a delay is expected.
Apart from those cases in which the right to change is granted by law, we reserve the right to fulfill the warranty claim of our choice through improvement, replacement or price reduction.
The transferee must always prove that the defect was already present at the time of transfer.
The goods must be inspected immediately after delivery. Any defects found shall also be reported to the seller immediately, but no later than within 5 days of delivery, stating the nature and extent of the defect.
Hidden defects must be reported immediately after their discovery. If a complaint is not made or not collected in time, the goods are considered approved. The assertion of warranty claims or claims for damages as well as the right to appeal for errors due to defects are excluded in these cases.
The warranty period for movable property is 12 months, for immovable property 2 years from delivery / service.
13.1. Recourse claim acc. § 933b ABGB
The recourse claim acc. § 993b ABGB is barred after 2 years from delivery / service.
Claims for damages in cases of slight negligence are excluded; this does not apply to personal injury. Claims for compensation become statute-barred after 2 months from knowledge of the damage and the damaging party, at least in 2 years after provision of the service or delivery.
15. Product liability
Any recourse claims that contracting parties or third parties under the title “Product Liability” within the meaning of PHG are directed against us are excluded, unless the person entitled to recourse proves that the mistake was caused in our sphere and was at least caused by gross negligence.
A set-off against our claims with counterclaims, of whatever kind, is excluded.
17. Non-performance bans and retention bans
Justified complaints do not entitle to the restraint of the entire, but only an appropriate part of the invoice amount.
18. Formal requirements
All agreements, subsequent changes, additions, ancillary agreements, etc. must be in writing to be valid, including the original signature or secure electronic signature.
Declarations, advertisements, etc. addressed to us – with the exception of notices of defects – must be in writing in order to be valid, including the original signature or the secure electronic signature.
19. Choice of law
Austrian substantive law applies to this contract.
20. Jurisdiction agreement
For the resolution of all disputes arising from this contract, the competent court at the registered office of our company has local jurisdiction. However, we have the right to sue at the general place of jurisdiction of the contracting party.
Anyone who has his domicile, habitual residence or place of employment within the territory of his home country because of disputes arising from this contract shall have jurisdiction over any of the courts in whose district the consumer has his domicile, habitual residence or place of employment. For consumers who are not resident in Austria at the time of concluding the contract, the legal jurisdictions apply.
21. Arbitration Agreement – Arbitration Clause
All disputes or claims arising out of or in connection with this Agreement, including disputes concerning its validity, infringement, dissolution or invalidity, shall be settled by one or three pursuant to the Arbitration Rules (Vienna Rules) of the International Arbitration Board of the Austrian Economic Chamber (VIAC) Arbitrators appointed by these rules have finally been decided.
Possible additions to the arbitral agreement:
(1) the number of referees is 1;
(2) the language (s) to be used in the arbitration is / are German .;
(3) the substantive law applicable to the contractual relationship, the substantive law applicable to the arbitration agreement and the rules applicable to the arbitration agreement are law;
(4) the applicability of the accelerated procedure;
(5) the design of the confidentiality provision for arbitrators and their extension to parties, agents and experts.
English version (Arbitration Clause):
The Vienna International Arbitration Center (VIAC) of Vienna Rules of Arbitration (Vienna Rules) of the Vienna International Arbitration Center (VIAC) of the Austrian Federal Economic Chamber by one or three arbitrators appointed in accordance with the said Rules.
Optional supplementary agreements on:
(1) the number of arbitrators is 1;
(2) the language (s) to be used in the arbitral proceedings are / are german;
(3) the substantive law applicable to the contractual relationship, the substantive law applicable to the arbitration agreement;
(4) the applicability of the commission on expedited proceedings;
(5) the scope of the arbitrators’ confidentiality and its extension for parties, representatives and experts.
22. Other superior text modules for business transactions
22.1. Cost estimate
The estimate is made to the best of our knowledge, but no guarantee can be given for its accuracy. Should there be cost increases of more than 15% after the order has been placed, the contractor will inform the client immediately.
If it is an inevitable cost overruns up to 15%, a separate agreement is not required and these additional costs can be charged without further notice.
Unless otherwise agreed, order changes or additional orders may be invoiced at reasonable prices.
Quotations are for a fee. A fee paid for the estimate will be credited if an order is placed on the basis of this estimate.
22.2. Electronic accounting
Our customer agrees that invoices to him are also created and transmitted electronically.
22.3. date loss
Insofar as the customer has to make his payment obligation in partial amounts, it is agreed that in the event of late payment of even one installment, all outstanding partial services shall become due immediately without any additional period of grace.
For consumer transactions, the above provision shall apply mutatis mutandis, as far as we have rendered our performance in full, even a backward performance of the customer is due at least six weeks, and if we have warned the customer setting a grace period of at least two weeks under threat of loss of time.
22.4. Default interest on credit transactions with consumers
In the case of credit transactions with consumers, the default interest amounts to the interest rate agreed for the contractual payment plus 5 percentage points per annum.