1. Application of the General Terms and Conditions
1.1. The business transactions of SALZGEBER GmbH, Dr.‑ Billrothstraße, 3430 Tulln (hereinafter: SALZGEBER, provider, we or us), shall be subject to the following general terms and conditions exclusively. These general terms and conditions are binding for the entire present and future business transactions with SALZGEBER, even if they are not expressly referred to.
1.2. Any provisions deviating from these general terms and conditions or supplementing them – specifically any general business or purchasing conditions – shall only become part of the contract if this was expressly confirmed by SALZGEBER in writing.
2. Offer and Conclusion of the Contract, Cost Estimate
2.1. Offer
Offers by SALZGEBER are subject to confirmation unless expressly designated as binding. The contracting partner shall be deemed charged if either SALZGEBER sends an order confirmation to the contracting partner in writing by email or telefax or if the ordered goods are dispatched or the service is rendered by SALZGEBER.
2.2. Cost Estimate
A cost estimate shall be drawn up by SALZGEBER according to its best technical knowledge, but no warranty can be assumed for its accuracy. If any cost increases of more than 15% arise after placement of the order, SALZGEBER shall inform the contracting partner without delay. If the exceeding costs that cannot be avoided amount to less than 15%, separate coordination is not required and these costs can be invoiced as they are. Where nothing different was agreed on, order changes or additional orders may be invoiced at appropriate prices.
2.3. Cost estimates shall be subject to charges.
3. Secrecy
3.1. The contracting partner hereby irrevocably commits to maintaining silence on all operating and business secrets made accessible or disclosed to him by SALZGEBER or that otherwise become known to him in the context or on the basis of a business relationship or the contract with SALZGEBER and to not make these accessible to third parties in any manner without the consent of SALZGEBER. Additionally, the contracting partner commits to only using the information on a "need to know" basis and only in the scope of the concluded contract.
3.2. The confidentiality obligation remains in place for 3 years after termination of a business relationship with SALZGEBER or independently of a business relationship for 3 years after disclosure of SALZGEBER.
3.3. The contracting partner expressly agrees and grants approval for his personal information, such as first name, last name, address, postal code, date of birth, company number and information on account information for the purpose of meeting all mutual rights and obligations from the contract concluded with the contracting partner to be collected, transmitted, processed and used. The contracting partner expressly agrees that his personal data are provided to SALZGEBER and any of its servants for performance of the mutual rights and obligations in the scope of an automated procedure.
3.4. If SALZGEBER produces or establishes systems at the contracting partner's site (e.g. access controls with or without camera, working time recording, etc.) that require authority approval (specifically data privacy approvals), all applications, approvals, etc. must be collected directly by the contracting partner. The contracting partner shall be responsible exclusively for compliance with such provisions; he shall hold SALZGEBER harmless in this respect.
4. Prices and Payment Conditions
4.1. Our prices are indicated in EURO. The statutory VAT is additionally charged at the respective applicable amount. Any fees shall be paid by the contracting partner. If a delivery is made or a service is rendered in another EU country, SALZGEBER shall only charge the net price if the contracting partner provides the corresponding information (ATU‑number, etc.) in time before invoicing.
4.2. The prices disclosed by SALZGEBER apply "ex works" INCOTERMS 2010 and do not contain the costs for transport, assembly or setup.
4.3. Services, including training and familiarization of the contracting partners, are settled according to the service price list to be disclosed. For services that are rendered on Saturdays/Sundays and in other times than the regular working time (Monday- Thursday, 7.30 hours to 16.30 hours, Friday, 7.30 hours to 12.00 hours) and on holidays, a surcharge amounting to § 10 para. 1 no. 1 of the Austrian working time act shall be invoiced; it shall be calculated based on the regular hourly rate according to the price list.
4.4. Any travel costs and expenses arising for performance of the order must be assumed by the contracting partner in addition to the agreed price
4.5. Price adjustment: Value stability of the claim plus secondary claims is agreed on expressly. The measure for calculation of value stability is. the monthly consumer price index published by the Austrian Central Statistics Office (VPI 2010 = 100) or any index to replace it. The reference value for this contract is the index calculated for the month of the conclusion of the contract. Fluctuations of the index up or down by up to (excluding) 2% shall not be considered. This tolerance shall be re-calculated every time it is exceeded up or down, with the first index outside of the respective applicable tolerance being the basis both for new specification of the claim and for calculation of the new tolerance. The amounts resulting from this are to be rounded up to one decimal.
4.6. Partial invoices are always permissible for partial deliveries.
4.7. If partial payments are agreed on, the deadline is deemed not met if even one installment is unpunctual or not made in full. Upon failure to meet the deadline, the entire outstanding residual amount shall be due for payment at once. Upon failure, SALZGEBER shall have the right to take the goods delivered under retention of title in custody without rescission from the contract until the entire claim is covered completely including secondary costs.
5. Place of Performance and Assumption of Risk
5.1. The place of performance shall be the seat of SALZGEBER.
5.2. The costs and risk of transport shall be assumed by the contracting partner. The risk of destruction or change of data at download and dispatch via Internet shall pass to the contracting partner when the SALZGEBER network interface is passed.
6. Retention of Title, Usage Rights
6.1. The goods shall remain our property until complete payment.
6.2. The enclosed standard software shall be subject to those license provisions that the contracting partner concludes directly with the respective software manufacturer, e.g. Microsoft, SAP or third providers.
7. Acceptance and Partial Delivery
7.1. The contracting partner shall accept the deliveries and services provided by SALZGEBER.
7.2. Delivered goods or software are deemed accepted upon delivery "e. works" INCOTERMS 2010.
7.3. If installation services are agreed on, the service is deemed accepted at the earlier of the following times: When acceptance is confirmed by the contracting partner or his end customer; when the installed delivery or service was taken into operation at the contracting partner's site or at his end customer's side; or no later than 4 weeks after installation.
7.4. Service and coordination services are deemed accepted upon actual performance.
7.5. If the contracting partner finds any essential defects upon acceptance, he shall have the right to have them removed in the scope of SALZGEBER's warranty. The complaint about defects must be submitted without delay and no later than within 7 days of delivery pursuant to ite. 7 of these terms and conditions.
7.6. SALZGEBER's deliveries and services are always divisible. Partial acceptance is permitted for partial deliveries.
8. Default
8.1. Delivery Default
8.1.1.The delivery deadlines and dates are complied with by SALZGEBER if possible. If not expressly agreed on as being binding, they shall be non-binding and are always indicated as the expected time of provision and handover to the contracting partner.
8.1.2.Rescission of the contract by the contracting partner due to delivery default shall only be possible under setting of an appropriate grace period of at least 4 weeks. Rescission must be asserted by registered letter. The right of rescission shall only refer to the delivery or service part subject to the default.
8.2. Acceptance Default
8.2.1.Any goods not accepted at the agreed date shall be stored for a duration of 6 weeks at the risk and costs of the contracting partner; SALZGEBER shall charge an appropriate storage fee per started calendar day for this. At the same time, SALZGEBER shall have the right to either insist on performance of the contract or to declare rescission of the contract after setting an appropriate grace period and to utilize the goods otherwise. In case of utilization, a contractual penalty of 25 % of the invoiced amount, excl. VAT, shall apply as agreed.
9. Warranty
9.1. The warranty period shall be 12 months after acceptance purs. to ite. 7 of these terms and conditions.
9.2. The presence of defects shall be documented by the contracting partner. § 924 ABGB shall not be applied.
9.3. Any defects that occur shall be reported by the contracting partner without delay, specifically and in writing.
9.4. SALZGEBER shall have the right to determine the type of warranty (improvement, replacement, reduction of price or conversation) in case of warranty.
9.5. If SALZGEBER removes any defects outside of the warranty or renders any other services or coordination work, they are invoiced according effort pursuant to valid price list of SALZGEBER.
9.6. § 933b ABGB is not applied.
9.7. For any factory work, support, repairs, etc., at networks, software, PCs, data carriers, etc., by SALZGEBER, the contracting partner shall ensure that all data are backed up before any agreed services are performed by SALZGEBER. Liability of SALZGEBER for any failure of networks, PCs, data carriers, etc., in the scope of support, performance of factory work and repairs, shall be excluded.
9.8. The contracting partner shall be obliged to provide the corresponding (technical and other) infrastructure to SALZGEBER for SALZGEBER to be able to perform the charged services in support, performance of factory work and repair.
10. Damages
10.1. SALZGEBER shall only be liable for paying damages in any case of willful intent or gross negligence. In case of simple negligence, SALZGEBER shall be liable for personal damage only. Liability shall expire 6 months after the contracting partner takes notice of the damage and damaging party.
10.2. Damages for delivery defaults by third parties shall be excluded.
10.3. SALZGEBER shall not be liable for any indirect damage, lost profit, lost savings, consequential and financial damage, damage from third‑party claims and for loss of data and programmes and their recovery.
10.4. If a penalty was agreed on for any reason, it may be reduced by court order. Assertion of damages exceeding the penalty shall be excluded.
11. Place of Jurisdiction and Choice of Law
11.1. Place of Jurisdiction
For contracting partners from countries of the European Union, contracting partners from a country subject to the LGVÜ and contracting partners headquartered in a country that has entered into an enforcement treaty on capital and cost claims with the Republic of Austria, the exclusive place of jurisdiction is agreed to be the factually and locally relevant court for Tulln for all contractual claims. The factually and locally relevant court for Tulln shall be agreed to be competent for contracting partners from other countries. SALZGEBER reserves the right to raise a claim in court for the contractual claims at the relevant court of the respective country as well.
11.2. Choice of Law
Austrian law shall apply under exclusion of UN Convention on the International Sale of Goods and the reference standards of the IPR.
12. Miscellaneous
12.1. To perform the orders placed with SALZGEBER, the contracting partner shall provide SALZGEBER with all required data, keys and specifically access for the duration of the services to be rendered by SALZGEBER.
12.2. For services rendered by SALZGEBER that are subject to protection in the sense of the copyright law, the contracting partner shall only be granted the right to use the work of SALZGEBER that is subject to copyright law. Passing on, reproduction and commercial use shall be expressly excluded.
12.3. In cases in which SALZGEBER enters into a contract with a consumer in the sense of the consumer protection act, the mandatory provisions shall take precedence over any contradicting provisions of these terms and conditions.
12.4. Employees of SALZGEBER shall not have the right to enter into any agreements deviating from the terms and conditions with the customers in writing or orally.
12.5. In case of default, the contracting partner shall be obliged to assume all costs of appropriate pursuing of rights.
12.6. The customer expressly agrees that his personal information is provided to SALZGEBER and its servants in an automated system for performance of the mutual rights and obligations.
12.7. In case of network support by SALZGEBER, the contracting partner shall be obliged to ensure timely and proper licensing of his software and confirms that he does not use any illegal software by conclusion of the contrast.
12.8. If any provision of these terms and conditions is or becomes partially or wholly legally invalid or impractical, this shall not affect the legal validity of any other terms and conditions. The contracting parties shall replace the legally invalid or impractical provision by such valid and practical provision that comes as close as possible to the legally invalid or impractical provision as possible in content and purpose.
12.9. Modifications or amendments of a contract shall require written form. This shall also apply for changes to the requirement of written form.
12.10. Set-off of our claims against counterclaims of any kind shall be excluded.
12.11. Deployment of subcontractors and servants shall be permissible at all times.