ADIT Andreas Doegl GmbH - Terms and Conditions
1. Scope, General
1.1. Our General Conditions of Sale, Delivery and Payment (hereinafter referred to as: General Terms and Conditions) apply to all our deliveries and services, including those arising from future business transactions, unless special arrangements have to be made for application-related advice that goes beyond pure product information, in particular system consulting , Deviating conditions of the customer are only valid if they are explicitly accepted by us in writing. The ineffectiveness of individual provisions does not affect the validity of our General Terms and Conditions otherwise.
1.2. All previous terms and conditions are hereby canceled.
1.3. As far as the object of purchase is mentioned below, this term includes hardware, software and accessories alike.
2. Conclusion of the contract
2.1. Our offers are non-committal and non-binding. On offers come contracts with access of our written order confirmation, or at the latest with delivery of the object of purchase. Decisive for the content of the contract are the order confirmation and our general terms and conditions. Deviating agreements always require our express written confirmation.
2.2. Contracts are also concluded by accepting orders from customers. Such orders are binding offers, which we accept by sending an order confirmation or by handing over the object of purchase.
2.3. In the removal of the packaging of the transferred object of purchase by the customer is always an offer to see.
3. Delivery time and delivery
3.1. If a delivery period has been agreed, this begins with the dispatch of the order confirmation, but not before receipt of an agreed down payment.
3.2. The delivery deadline is met if the object of purchase has left the delivery plant, our warehouse or our business premises or the readiness for dispatch has been notified by the time it expires.
3.3. If the delivery and service owed by us are delayed due to unforeseen circumstances beyond our control (eg industrial disputes, breakdowns, transport obstacles, official measures - also at our upstream supplier - as well as non-timely self-delivery), then we are entitled to the contract in whole or in part to withdraw or postpone the delivery for the duration of the disability at our discretion. Customer damage claims are ruled out.
3.4. Compliance with our obligation to deliver presupposes the timely and proper fulfillment of the obligations of the customer to provide the technical conditions for the commissioning that may be necessary.
3.5. Partial deliveries and deliveries before the specified delivery time are permitted. We do not do fixed business.
3.6. Should the customer incur any damage due to a default owed by us, then he is only entitled to claim compensation for delay if the default is at least based on gross negligence. The right to assert further presupposes that we have not complied with a reasonable period of grace set by the customer in writing.
3.7. If a shipment is delayed at the request of the customer, we will, starting one month after notification of readiness for shipment, the costs incurred by further storage and storage, or at least 0.5% of the invoice amount for each started month, when stored in our warehouse or business premises, to calculate.
3.8. We shall be entitled to otherwise dispose of the delivery item after the unsuccessful expiry of a set reasonable period and to supply the customer with a reasonably extended period.
4. Acceptance and risk bearing
4.1. The delivery takes place either by dispatch ex works or warehouse or by assumption by the customer in our business premises.
4.2. If the delivery item is taken over by the customer, the risk of loss, damage and deterioration of the purchased item passes to him upon acceptance. In the case of dispatch, the risk of loss, damage and deterioration of the object of purchase passes to the customer at the time in which we hand over the goods to a freight forwarder or carrier, and at the latest when leaving the factory or the warehouse, even then if partial deliveries are made or we have other services, eg. B. have taken over the shipping costs, delivery and installation or installation and configuration.
4.3. If the object of purchase is ready for despatch and the shipment or acceptance is delayed for reasons for which we are not responsible, the risk shall pass to the customer upon receipt of the notification of readiness for dispatch.
4.4. Delivered goods, even if they have insignificant defects, without prejudice to the rights under Section 5 of the customer and accept.
5. Notice of defects and warranty
5.1. Warranty claims in commercial transactions require that the inspection and complaint obligations of the UGB be observed.
5.2. If the customer is not an entrepreneur, then warranty claims in the case of obvious defects must be immediately rejected and, in the case of non-obvious defects, a complaint within the statute of limitation for the statutory warranty claim.
5.3. In fulfillment of our warranty obligation, we hereby assign our claims for damages and warranty against our suppliers for defective delivery to the customer. The customer accepts the assignment. The warranty claims of the customer are initially limited to the assertion of the warranty claims assigned to him.
5.4. If and insofar as the customer can not enforce the claims assigned to him (for example due to insolvency or business duties or serious refusal of the third party), we are obliged to guarantee the customer. We are entitled to choose from us to remedy the defect or replacement. When delivering hardware, we have a one-time, upon delivery of software, a three-time improvement. In the case of removal of defects, we are obliged to bear all expenses required for the purpose of remedying the defect, in particular transport, travel, labor and material costs, unless these are increased by the fact that the goods were moved to a place other than the place of performance ,
5.5. If we are unwilling or unable to remedy the defect or if it is delayed beyond reasonable deadlines for reasons for which we are responsible, or if the one or more remedy of defects / replacement fails in any other way, the customer is entitled to rescind the contract or to request a corresponding change in the purchase price.
5.6. The warranty period for the elimination of defects or replacement delivery is 12 months since delivery. Exception is the warranty extension by manufacturer or contract.
5.7. Unless otherwise stated below, further claims of the customer - regardless of the legal grounds - are excluded. We are therefore not liable for damages that did not arise on the object of purchase itself. In particular, we are not liable for lost profits or other financial losses of the customer. Our warranty obligation is no longer applicable
a. change or repair of the object of purchase by the customer or third parties without our written consent,
b. in case of incorrect, improper or negligent use or treatment of the object of purchase by the customer,
c. in case of culpable non-compliance with the operating instructions (user manual) and maintenance or care instructions,
d. in the case of natural wear and tear (for example wear and tear) or other circumstances beyond our control
e. if Customer does not reasonably grant us time and opportunity to perform remedial or replacement work,
f. when using unsuitable equipment or use of unsuitable additional equipment and
g. when using spare parts or accessories not expressly approved by us.
5.8. For the loss of data and programs and their restoration, we are also liable only in the aforementioned framework and only to the extent that this loss could not have been avoided by appropriate precautionary measures of the customer. In particular, the customer is obliged to perform a complete data backup prior to the start of maintenance or defect warranty work.
5.9. The above disclaimer of liability does not apply if the cause of damage is based on intent or gross negligence. Furthermore, it does not apply if the customer claims damages for non-performance because of the lack of a guaranteed feature.
5.10. Nevertheless, the indemnification shall apply to merchants if the damage was caused by intent or gross negligence on the part of a vicarious agent or vicarious agent, unless the damage is due to a breach of a primary contractual obligation. In addition, the obligation to pay compensation is limited to foreseeable, not untypical damage.
6. Total liability
6.1. Insofar as our liability for damages is excluded or limited in accordance with clause 5, this also applies to all claims for negligence in contract negotiations, breach of ancillary obligations, in particular for claims arising from producer liability in accordance with the PHG.
6.2. The regulations according to section 6.1. do not apply to claims according to §§ 1, 2 Product Liability Act. The same applies to initial inability or impossibility.
6.3. Insofar as our liability is excluded or limited, this also applies to the personal liability of our employees, representatives and vicarious agents.
7. Prices and payments
7.1. Decisive are the prices quoted by us. Only in non-commercial traffic the statutory value added tax is included in the price. Unless otherwise agreed in individual cases, the prices are ex warehouse or business premises. The prices for hardware and standard software include the costs for a customary trade or manufacturer's packaging, and these costs are added to the prices for the supply of spare parts, accessories and consumables.
7.2. A delivery of the purchased items, a list of equipment (hardware) and installation of programs (software) by us as well as the instruction and training of operating personnel will be charged separately, unless otherwise expressly agreed.
7.3. Payments by the customer - unless they are to be made immediately upon delivery to the full extent - must be made within 14 days of the invoice date without deduction to an account named by us.
7.4. A payment is only deemed to have been made when we can finally dispose of the amount. If bills of exchange or checks are accepted, this will only be done for performance and not for fulfillment. By accepting bills of exchange or checks, we assume no obligation in relation to protest and timely submission. All charges or other costs arising from the collection of bills of exchange or checks shall be borne by the customer.
7.5. If the customer does not fulfill his payment obligations despite a reminder or if there is a significant deterioration of the customer's assets, we are entitled to demand payment of the entire remaining debt, even if we have already accepted bills of exchange or checks. In this case, we are also entitled to demand advance payments or security deposits and to refuse to fulfill our obligations until payment in advance or security deposit. If our request is not fulfilled within a reasonable period set by us, we are entitled to withdraw from the contract and / or to claim damages for non-performance. In case of cessation of payment or over-indebtedness of the customer, the setting of a grace period shall cease.
7.6. From default of default, the customer pays default interest in the amount of 5% above the prevailing discount rate of the European Central Bank. If we prove a higher damage, we can demand its replacement. If the customer proves a lower damage, he only has to replace it.
7.7. The customer is only entitled to offset if his counterclaims have been legally established, are undisputed or acknowledged by us. Furthermore, he is entitled to exercise a right of retention to the extent that a counterclaim is based on the same contractual relationship.
7.8. The Service Provider reserves the right to reserve an annual index adjustment (CPI) with prior notice.
8. Retention of title
8.1. Until full payment of all claims arising from the business relationship with the customer, we reserve ownership of the purchased goods.
8.2. The customer is obliged to treat the purchased goods with care. If maintenance and inspection work is required, the customer must carry it out on time at its own expense.
8.3. In the case of seizure or other access by third parties to the reserved goods, the customer must inform us immediately in writing.
8.4. The customer may continue to use hardware and accessories in the ordinary course of business, but only if the software is a final purchase; If rights of use are available, all proprietary rights of the manufacturer / licensor must be observed. For them there is thus basically a prohibition on the sale. A further assignment to such end users who have excluded or limited the assignment of the claim for payment directed against them is not permitted. Other dispositions, in particular pledges and assignments of security of the reserved goods, are not permitted to the customer without our consent.
8.5. We hereby release the securities to which we are entitled insofar as the value of our securities exceeds the claims to be secured by more than 20%. The selection of the securities to be released is our responsibility.
8.6. If the customer does not fulfill his obligation to perform despite the due date and reminder, we are entitled to reclaim and sell the purchased items. A resignation lies therein only if the contract is applied by the VerbrKrG, unless we agree with the customer, this the normal selling value of the object of purchase at the time of removal.
9.Duplication, modification, distribution and program protection
9.1. The customer is prohibited from reproducing and amending the software sold to him / her and / or for use as well as the temporary transfer or granting of sub-licenses to third parties.
9.2. The removal of program protection mechanisms is prohibited.
10. Applicable law, place of performance
10.1. For the business relationship and the entire legal relationship between the customer and us, the law of the Republic of Austria applies exclusively.
10.2. The sole place of fulfillment for delivery and service is our place of business.
For all disputes arising in business transactions, including cross-border deliveries and services, the exclusive place of jurisdiction is Wr. Neustadt agreed.
We also grant us the right to sue the customer at his general place of jurisdiction.
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