AGB AGB
GENERAL TERMS AND CONDITIONS
1 SCOPE OF APPLICATION
- For all contracts with a pipe generator
represented by the managing director Mr. Alexander Stöger
Ischlerstrasse 22
4802 Ebensee
Austria
(hereinafter: Seller), the following General Terms and Conditions shall apply.
- Any general terms and conditions of business or purchase of the customer are hereby expressly rejected.
2 CONCLUSION OF CONTRACT
The contract is concluded when the customer places an order with the seller, which the seller accepts by means of a written order confirmation.
3 PAYMENT
- The amount stated in the respective invoice must be paid within 14 days of invoicing, at the latest after delivery. If there are doubts about the solvency of the customer, the seller is entitled to make deliveries only against advance payment or against the provision of security.
- If the customer defaults on his payment obligations, he shall compensate the seller for the corresponding damage caused by default, at least in the amount of the statutory interest. Further damages remain unaffected by this.
- If the customer cancels after conclusion of the contract, cancellation fees amounting to 30% of the net price of the order shall be due immediately.
- Terms of payment for license agreements:
- The licensee must pay the fees/rent agreed between the parties for the use of the software made by him.
- All invoices issued by the Licensor to the Licensee shall be due for payment without deduction within 14 days of receipt of the invoice. Prices are exclusive of VAT at the applicable statutory rate.
- The Licensee may only offset undisputed or legally established claims. The Licensee shall only be entitled to assert a right of retention due to counterclaims arising from the same contractual relationship.
- The Licensor is entitled to increase the rent for the first time after the expiry of twelve months after the conclusion of the contract with three months’ written notice to the end of the quarter if and to the extent that its costs incurred for the maintenance or operation of the software have increased. The licensee has the right to terminate the contractual relationship within a period of three weeks after receipt of the announcement of a rent increase. In the event of a reduction in the corresponding costs incurred by the Licensor, the Licensee may demand a corresponding reduction in the rent after expiry of the period specified in sentence 1.
4 PRICES AND SHIPPING COSTS
- The final prices quoted are net prices. A discount is not granted.
- In addition to the prices quoted, the Seller shall charge shipping costs. In this respect, delivery is always “ex works”, unless otherwise agreed.
5 DELIVERY
- The order shall be sent by the manufacturer of the goods (hereinafter: manufacturer) to the address specified by the customer. The Vendor accepts no liability for any delays in delivery. Self-collection is possible by prior arrangement.
- In the event of delays in delivery, the Seller shall not be in default if the delay is caused by incorrect and/or unpunctual delivery by the manufacturer for which the Seller is not responsible.
- Furthermore, the Seller shall not be in default if the fulfillment of its contractual obligations depends on an act of cooperation on the part of the Customer which the Customer has not undertaken or has not undertaken in due time.
6 DANGER TRANSITION
The risk of deterioration or loss of the goods shall pass to the customer when the shipment is handed over to the transportation service provider.
7 RETENTION OF TITLE
- The goods shall remain the property of the seller until the purchase price has been paid in full. The customer must treat the goods with care and is liable for any damage caused to the goods in accordance with the statutory provisions.
- The customer is not entitled to pledge the goods to third parties or to assign them as security until the purchase price has been paid in full. If he does so without the Seller’s prior consent, the Seller shall be entitled to withdraw from the purchase contract in accordance with the statutory provisions. Any further rights and claims shall remain unaffected by this.
- The customer is entitled to resell the goods subject to retention of title to third parties within the framework of proper business and in particular on the basis of normal market prices. He hereby assigns to the seller any purchase price claims from the resale in the amount of the purchase price owed by him or the outstanding purchase price.
8 WARRANTY AND LIMITATION OF LIABILITY
- Within the scope of the purchase contracts concluded on the basis of these General Terms and Conditions, a distinction is made with regard to the warranty as follows:
- a) If the customer is an entrepreneur in accordance with § 14 BGB (German Civil Code), the seller offers a 12-month warranty for the hardware and software products after delivery of the goods to the customer. The statutory period of limitation shall apply to any liability on the part of the Seller for intentional acts. Warranty rights are excluded if the customer does not notify the defect immediately in accordance with the requirements of § 377 HGB (German Commercial Code). The goods shall then be deemed approved.
- b) If the customer is a consumer in accordance with Section 13 of the German Civil Code (BGB), his rights shall be governed by the statutory provisions, with the exception that the claim for damages is limited in accordance with Section 8 (3) and (4) of these General Terms and Conditions.
- As long as the warranty rights can be exercised, the vendor shall be responsible for supporting its customers in connection with user questions and faults that arise when using the software (“first-level support”). Any further assistance, such as troubleshooting, the provision of troubleshooting solutions and any updates (“second-level support”) shall be provided by the manufacturer of the software.
- The Seller shall only be liable for any damages incurred if these are based on a breach of a material contractual obligation or on intentional or grossly negligent conduct by the Seller, its legal representatives or vicarious agents. If a material contractual obligation is breached due to slight negligence, the Seller’s liability shall be limited to the foreseeable damage typical for the contract. A material contractual obligation is one whose fulfillment is essential for the proper execution of the contract or on whose fulfillment the customer has relied and may rely.
- Any further liability for damages is excluded. Liability for culpable injury to life, limb or health remains unaffected by this. This also applies to mandatory liability under the Product Liability Act.
9 PROHIBITION OF SET-OFF
The customer shall only have a right of set-off if his counterclaims have been legally established or are undisputed by the seller.
10 DUTY OF CONFIDENTIALITY
- The seller and the customer undertake to keep secret all information provided within the scope of the contractual relationship and not to disclose it to third parties. This also includes the obligation to take appropriate precautions to protect against unauthorized access by third parties to confidential information. In particular, the customer is prohibited from disclosing information required for the use of the purchased goods, such as access data, to third parties without authorization.
- If the customer breaches the aforementioned confidentiality obligations, the seller reserves the right to claim damages incurred by the seller and/or the manufacturer of the goods.
- The aforementioned obligations shall continue to apply for a further 3 years from the date of full fulfillment or termination of the contract.
11 CONTRACTUAL LANGUAGE
The language available for the conclusion of the contract is German. If the parties use another language, the German wording shall take precedence.
12 CHOICE OF LAW, PLACE OF JURISDICTION AND FINAL PROVISIONS
- The law of the Federal Republic of Germany shall apply to all legal relationships between the seller and the customer. The UN Convention on Contracts for the International Sale of Goods shall not apply.
- If the customer is a merchant, a legal entity under public law or a special fund under public law, or if the customer has no general place of jurisdiction in the Federal Republic of Germany or has relocated its place of jurisdiction abroad, Frankfurt am Main shall be the exclusive place of jurisdiction.
- Should one or more provisions of these General Terms and Conditions be invalid, this shall not affect the validity of the General Terms and Conditions as a whole.