AGBs

AGB SEMY Engineering & Consulting GmbH

B2C terms and conditions under purchase contracts which are available through the platform https://www.semy.at/gb/

between

SEMY Engineering & Consulting GmbH,

Ullmannstraße 50/2-3, A-1150 Wien,

Tel.: +43 676 4040215

E-mail: office@semy.at

 - in the following ‘offers’ -

and

the customer referred to in § 2 of the contract - hereinafter “customers” -

to be closed.

§ 1 Scope of application, definitions

(1) For the business relationship between the webshop provider (hereinafter referred to as ‘the provider’) and the customer (hereinafter referred to as ‘the customer’), only the following general terms and conditions apply in their version valid at the time of the order. Deviating general terms and conditions of the purchaser are not recognised unless the supplier expressly agrees to their validity in writing.

(2) The customer is a consumer insofar as the purpose of the ordered deliveries and services cannot be attributed predominantly to his commercial or independent professional activity. On the other hand, entrepreneurs are any natural or legal person or legal entity acting upon the conclusion of the contract in the performance of their commercial or independent professional activities.

§ 2 Contract conclusion

(1) The customer can select products from the product range of the supplier, in particular control cabinets, packaging, office equipment, LED lamps, special components as well as other products and collect them in a so-called shopping cart by clicking on the button “Place them in the shopping cart”. By clicking on the "Order for payment" button, it submits a binding application to purchase the goods in the shopping cart. Before sending the order, the customer can change and view the data at any time. However, the application can only be submitted and transmitted if the customer has accepted these terms and conditions by clicking on the “AGB accept” button and has thereby accepted them in his application.

Alternatively, the order is made by e-mail or by mail to the seller after individual request from the buyer, the parties reserve the right to make individual agreements in this respect.

(2) The provider then sends to the customer an automatic confirmation of receipt by e-mail, in which the order of the customer is listed again and which the customer can print via the “print” function. The automatic receipt only documents that the customer's order has been received from the provider and does not constitute acceptance of the application. The contract will only be concluded by submitting the acceptance declaration by the provider which is sent with a separate e-mail (order confirmation). In this e-mail or in a separate e-mail, but at the latest on delivery of the goods, the contract text (consisting of order, AGB and order confirmation) is sent to the customer by us on a permanent data carrier (e-mail or paper printout) (confirmation of the contract). The text of the contract is stored in compliance with data protection.

(3) The contract is concluded in German.

§ 3 Delivery, availability of goods

(1) Delivery times specified by us are calculated from the time of our order confirmation, prior payment of the purchase price provided.

(2) If no copies of the product selected by the customer are available at the time of the customer's order, the provider shall immediately inform the customer of this in the order confirmation. If the product is permanently not available, the supplier will see a declaration of acceptance. A contract is not concluded in this case.

(3) If the product referred to by the customer in the order is only temporarily unavailable, the provider shall also inform the customer immediately in the order confirmation.

(4) There are the following delivery restrictions: The provider only delivers to customers who have their usual stay in Austria and can provide a delivery address in the same country. The sale outside of Austria is also possible on request.

§ 4 Preservation of ownership

The delivered goods remain the property of the supplier until full payment.

§ 5 Prices and shipping costs

(1) All prices quoted on the provider's website include the applicable statutory VAT.

(2) The corresponding shipping costs are indicated to the customer in the order form and are to be carried by the customer, unless the customer makes use of his right of withdrawal. Delivery without shipping costs is also possible depending on the order value and the type of product and is communicated to the customer during the ordering process.

(3) The goods are shipped by mail. The shipping risk bears the provider when the customer is a consumer.

(4) In the event of a revocation, the customer shall bear the immediate costs of the return.

§ 6 Payment methods

(1) The customer can make the payment by PayPal, credit card or immediate transfer.

(2) The customer can change the payment method stored in his user account at any time.

(3) The payment of the purchase price is due directly with the conclusion of the contract. If the due date of payment is determined according to the calendar, the customer is already in default by failing the date.

§ 7 Compulsory guarantee, guarantee

(1) The provider shall be liable for defects in property in accordance with the statutory regulations applicable thereto, in particular §§ 434 ff. BGB. For entrepreneurs, the warranty period is 12 months on items delivered by the provider.

(2) An additional guarantee exists for the goods supplied by the supplier only if the goods have been expressly delivered to the respective article in the order confirmation.

§ 8 Liability

(1) Claims of the customer for damages are excluded. This excludes claims for damages by the customer from the violation of life, body, health or the violation of essential contractual obligations (cardinal obligations) as well as liability for other damages based on a deliberate or grossly negligent breach of duty of the provider, its legal representatives or vicarious agents. Significant contractual obligations are those whose fulfillment is necessary to achieve the objective of the Treaty.

(2) In the event of breach of essential contractual obligations, the provider shall only be liable for the contractually typical, foreseeable damage, if it is simply negligently caused, unless the customer is claims for damages from injury to life, body or health.

(3) The limitations of paragraphs 1 and 2 also apply to the legal representatives and vicarious agents of the provider if claims are made directly against them.

(4) The limitations of liability resulting from paragraphs 1 and 2 shall not apply to the extent that the provider has carefully concealed the defect or has accepted a guarantee of the nature of the item. The same applies to the extent that the provider and the customer have reached an agreement on the nature of the item. The provisions of the Product Liability Act remain unaffected.

§ 9 Revocation statement

(1) Consumers have a statutory right of withdrawal upon conclusion of a distance sales transaction, which the provider informs in the following in accordance with the legal pattern. The exceptions to the right of withdrawal are laid down in paragraph (2). In paragraph (3) there is a pattern recall form.

(2) The right of withdrawal does not exist in contracts for the supply of individually adapted goods or computer software in a sealed package if the seal has been removed after delivery.

(3) The provider informs about the pattern call form in accordance with the legal regulations as follows:

§ 10 Final provisions

(1) Austrian law is applied to contracts between the supplier and the customer, excluding the UN Sales Law. The legal provisions concerning the restriction of the choice of law and the applicability of mandatory provisions in particular. the state in which the customer as a consumer has his usual stay shall remain unaffected.

(2) If the customer is a merchant, a legal entity of public law or a special public-law asset, the place of jurisdiction for all disputes arising from contractual relations between the customer and the provider is the seat of the provider.

(3) The Treaty also remains binding in its other parts in the event of legal invalidity of individual points. In place of the invalid points, the legal provisions shall, where available. However, insofar as this would constitute an unacceptable hardness for a Contracting Party, the Treaty becomes ineffective as a whole.

General Terms and Conditions SEMY Engineering & Consulting GmbH

§ 1 Scope of application, form

(1) These General Terms and Conditions of Sale (AVB) apply to all our business relationships with our customers (“purchasers”). The AVB shall apply only if the buyer is an entrepreneur or a legal entity of public law.

(2) The AVB shall apply in particular to contracts for the sale and/or delivery of movable goods (“goods”), regardless of whether we manufacture the goods ourselves or purchase them from suppliers. Unless otherwise agreed, the AVB shall apply at the time of the purchaser's order or. in any event, as a framework agreement, in the textual version communicated to him last, for similar future contracts, without having to refer to them again in each individual case.

(3) Our AVBs apply exclusively. Deviating, contrary or supplementary terms and conditions of the Buyer will only become a part of the contract insofar as we have expressly agreed to their application. This requirement for consent applies in any case, for example even if the buyer refers to his AGB as part of the order and we do not expressly object to it.

(4) Individual agreements (e.g. framework supply agreements, quality assurance agreements) and information in our order confirmation have priority over AVB. Trade clauses are in doubt according to. to design the Incoterms® issued by the International Chamber of Commerce in Paris (ICC) in the version valid for the conclusion of the contract.

(5) Legal declarations and advertisements of the buyer in relation to the contract (e.g. time limit, defect notice, cancellation or reduction), must be submitted in writing. Writtenness within the meaning of this AVB includes written and text form (e.g. letter, e-mail).Legal formalities and further evidence, in particular in case of doubts about the legitimation of the Explainant, remain unaffected.

(6) References to the validity of statutory provisions have only a clear meaning. Even without such clarification, the statutory provisions apply, as far as they are not directly modified or expressly excluded in this AVB.

§ 2 Contract conclusion

(1) Our offers are non-binding. This also applies if we have left to the buyer catalogs, technical documentation (e.g. drawings, plans, calculations, calculations, references to DIN standards), other product descriptions or documents – also in electronic form – in which we reserve ownership and copyright.

(2) The ordering of the goods by the buyer is considered to be a binding contract offer. The order is made either via the seller's webshop or by e-mail to the seller, alternatively by post. Unless otherwise provided by the order, we shall be entitled to accept this contract offer within 7 days of its access to us.

(3) The acceptance can be explained either in writing (e.g. by order confirmation) or by delivery of the goods to the buyer.

§ 3 Delivery time and delay

(1) The delivery period is individually agreed or specified by us upon acceptance of the order.

(2) If we cannot comply with binding delivery periods for reasons that we do not have to represent (non-availability of the service), we will inform the buyer immediately and at the same time inform the expected new delivery period. If the service is not available within the new delivery period, we are entitled to withdraw completely or partially from the contract; we will immediately reimburse an already delivered return. Non-availability of the service is, for example, due to non-timely self-delivery by our supplier, if we have completed a congruent cover business, in the case of other disruptions in the supply chain, for example due to force majeure or if we are not obliged to purchase in individual cases.

(3) The entry of our delivery delay is governed by the statutory regulations. In any case, however, a reminder by the buyer is required.

(4) The rights of the buyer pursuant to § 8 of this AVB and our legal rights, in particular in the event of an exclusion of the service obligation (e.g. due to impossibility or immutability of the service and/or subsequent performance), remain unaffected.

§ 4 Delivery, transfer of risk, acceptance

(1) The delivery is made in stock, where the place of performance for delivery and any subsequent performance is also. At the request and cost of the purchaser, the goods are sent to another destination (order purchase). Unless otherwise agreed, we are entitled to determine the type of shipment (in particular transport companies, shipping route, packaging) itself.

(2) The risk of accidental loss and accidental deterioration of the goods shall be transferred to the buyer at the latest by hand. However, the risk of accidental loss and accidental deterioration of the goods, as well as the risk of delay, is already transferred to the freight forwarder, the freight forwarder or the person or institution otherwise intended to carry out the shipment. As far as acceptance is agreed, this is decisive for the risk transition. Moreover, for an agreed acceptance, the statutory provisions of the works contract law also apply accordingly. The transfer or acceptance is the same if the buyer is in default of acceptance.

(3) If the Buyer fails to accept, he refuses to cooperate or delays our delivery for other reasons to be represented by the Buyer, we shall be entitled to demand compensation of the resulting damage, including additional costs (e.g. storage costs).

Proof of higher damage and our legal claims (in particular replacement of additional costs, reasonable compensation, termination) shall remain unaffected; however, the flat rate is to be calculated on further claims for money. The buyer is allowed to prove that we have no or only a substantially lesser damage than the above package.

§ 5 Prices and payment terms

(1) Unless otherwise agreed in individual cases, our current prices are applicable at the time of the conclusion of the contract, in particular from stock, plus legal VAT.

(2) In the case of the purchase of dispatch ( § 4 para. 1), the purchaser shall bear the transport costs out of stock and the costs of a transport insurance which may be desired by the purchaser. Any customs duties, fees, taxes and other public charges shall be borne by the buyer.

(3) The purchase price is due directly with the conclusion of the contract. The buyer can make the payment by PayPal, credit card or immediate transfer.

(4) The buyer is entitled to billing or retention rights only insofar as his claim is legally established or undisputed. In the event of defects in the delivery, the counter rights of the buyer remain, in particular according to. § 7 para. 6 sentence 2 of this AVB untouched.

(5) If it becomes apparent after the conclusion of the contract (e.g. by requesting the opening of an insolvency procedure) that our claim to the purchase price is jeopardized by the buyer's lack of performance, we are entitled to withdraw from the contract in accordance with the statutory provisions for refusal of performance and, if applicable, after the time limit has been set. In the case of contracts for the production of non-representable goods (individual productions), we can declare the withdrawal immediately; the statutory provisions on the dismissal of the time limit shall remain unaffected.

§ 6 Preservation of ownership

(1) Until the full payment of all our current and future receivables from the purchase contract and an ongoing business relationship (secured receivables) we reserve the property to the sold goods.

(2) The goods subject to retention of title shall not be pledged to third parties or transferred to security before full payment of the secured claims. The Buyer shall notify us in writing without delay if an application for the opening of an insolvency proceedings has been made or if third parties (e.g. Pfändungen) have access to the goods belonging to us.

(3) In the event of non-contractual behaviour of the buyer, in particular in the event of non-payment of the due purchase price, we are entitled to withdraw from the contract or/and to demand the goods on the basis of the retention of title. The demand for output does not include at the same time the declaration of withdrawal; rather, we are entitled to demand only the goods and to prevent us from withdrawing. If the buyer does not pay the due purchase price, we may only assert these rights if we have previously unsuccessfully set a reasonable period for payment to the buyer or such a time limit is unnecessary in accordance with the statutory provisions.

(4) The Buyer is authorized to resell and/or process the goods subject to retention of title in the proper course of business until revocation under (c). In this case, the following provisions shall apply in addition.

(a) The retention of title extends to the products resulting from the processing, mixing or connection of our goods to their full value, with which we are considered a manufacturer. If the right of ownership remains in the case of processing, mixing or connection with goods of third parties, we acquire co-ownership in relation to the invoice values of the processed, mixed or connected goods. Moreover, the same applies to the product produced as to the goods delivered under retention of title.

(b) The claims against third parties arising from the resale of the goods or of the product will already be accepted by the buyer as a whole or in the amount of our possible share of co-ownership in accordance with the preceding paragraph for security to us. We accept the assignment. The obligations of the Buyer referred to in paragraph 2 shall also apply in the provision of the receivables.

(c) In order to collect the receivable, the buyer remains authorized by us. We undertake not to collect the claim as long as the buyer fulfils its payment obligations to us, there is no lack of its performance and we do not have the retention of title by exercising a right according to law. Paragraph 3. However, if this is the case, we may request that the buyer informs us of the receivables and their debtors, to provide all the information necessary for receipt, to hand out the relevant documents and to inform the debtors (third parties) of the assignment. In this case, we are also entitled to revoke the power of the Buyer to further sell and process the goods subject to retention of title.

(d) If the realizable value of the collateral exceeds our receivables by more than 10%, we will release collateral after our choice upon request from the buyer.

§ 7 Claims for defects of the buyer

(1) The legal provisions shall apply to the rights of the buyer in the case of material and legal defects (including false and minor delivery, improper installation/installation or defective instructions) unless otherwise specified below. In all cases, the statutory provisions concerning the purchase of consumables and the rights of the purchaser from separate guarantees remain unaffected, in particular by the manufacturer.

(2) The basis of our liability for defects is, in particular, the agreement reached on the nature and presumed use of the goods (including accessories and instructions). All product descriptions and manufacturer information, which are the subject of the individual contract or which were made publicly known by us (especially in catalogues or on our Internet homepage) at the time of conclusion of the contract, shall be considered as a property agreement in this sense. Where the condition has not been agreed, it shall be assessed in accordance with the statutory regulation whether there is a defect or not. Public statements by the manufacturer or on his behalf. in the advertising or on the label of the goods there are comments from other third parties.

(3) In the case of goods with digital elements or other digital content, we only owe a provision and, if necessary, an update of the digital content, provided that this is expressly stated in a property agreement pursuant to. (2). We do not assume any liability for public statements by the manufacturer and other third parties.

(4) In principle, we are not liable for defects that the buyer knows when contract is concluded or does not know grossly negligent. Furthermore, the buyer’s claims for defects require that he has complied with his statutory requirements for investigation and display. In the case of building materials and other goods intended for installation or other further processing, an investigation shall be carried out immediately before processing. If there is a defect in the delivery, investigation or at any later date, we shall be promptly informed in writing. In any case, obvious defects shall be notified in writing within 7 working days from delivery and during the investigation of unrecognizable defects within the same period from discovery. If the Buyer fails the proper investigation and/or defect indication, our liability for the defect not shown in time or in time or in order is excluded in accordance with the legal regulations. In the case of a product intended for installation, installation or installation, this shall also apply if the defect became apparent only after the corresponding processing due to the injury to one of these duties; in this case, there are, in particular, no claims of the Buyer for compensation of corresponding costs ("out and installation costs").

(5) If the delivered item is inadequate, we can first choose whether we can afford refill by eliminating the defect (improving) or by supplying a defect-free item (replacement delivery). If the type of refilling chosen by us is unreasonable for the buyer in individual cases, he may reject it. Our right to refuse supplementary performance under the legal conditions remains unaffected.

(6) We are entitled to make the due refill dependent on the buyer paying the due purchase price. However, the buyer is entitled to retain a proportion of the purchase price appropriate in relation to the defect.

(7) The buyer shall give us the time and opportunity necessary for the due refill, in particular to hand over the objected goods for testing purposes. In the case of replacement delivery, the buyer has to return the defective thing to our request for legal regulations; however, the buyer does not have a claim to return. The refill does not include the removal, removal or uninstallation of the defective thing or the installation, installation or installation of a defect-free thing if we were not originally obliged to do so; Claims of the Buyer for the replacement of corresponding costs ("out and installation costs") remain unaffected.

(8) Expenditure necessary for the purpose of testing and refilling, in particular transport, travel, work and material costs and, where appropriate. We bear or reimburse out and installation costs in accordance with the statutory regulations and this AVB if there is actually a defect. Otherwise, we can ask the buyer to reimburse the costs arising from the unauthorized defect elimination request if the buyer knew or could have realized that there is actually no defect.

(9) In urgent cases, z.B. in the event of a risk to operational safety or to the defence of disproportionate damage, the buyer has the right to eliminate the defect itself and to demand replacement of the costs that are objectively necessary for this. We shall be notified immediately, if possible, of such a self-conception. The right of self-approach does not exist if we would be entitled to refuse to comply with the statutory provisions.

(10) If a reasonable period of time to be set by the buyer for the subsequent performance expires unsuccessful or is unnecessary in accordance with the statutory provisions, the buyer may withdraw from the purchase contract or reduce the purchase price in accordance with the statutory provisions. However, there is no right of withdrawal in the event of an insignificant deficiency.

§ 8 Other liability

(1) Unless otherwise provided by these AVBs, including the following provisions, we shall be liable in the event of a breach of contractual and non-contractual obligations under the statutory provisions.

(2) We are liable for damages – regardless of the legal grounds – in the context of the liability for indebtedness with intent and gross negligence. In the event of a simple negligence, we shall only be liable, subject to statutory limitations of liability (e.g. care in our own affairs; insignificant breach of duty)

a) for damages from injury to life, body or health,

(b) for damages arising from the breach of an essential contractual obligation (commitment, the fulfilment of which only allows the proper implementation of the contract at all and on whose compliance the contracting party may regularly trust and trust); in this case, however, our liability is limited to the replacement of the predictable, typically occurring damage.

(3) The. 2 also apply to third parties and to violations of duty by persons (including in their favour), whose fault we have to bear in accordance with legal regulations. They shall not apply to the extent that a defect has been carefully concealed or a guarantee has been taken over for the quality of the goods and for claims of the buyer under the Product Liability Act.

(4) Because of a breach of duty which does not exist in a defect, the buyer can only withdraw or terminate if we have to represent the breach of duty. A free right of termination of the buyer is excluded. Moreover, the legal requirements and legal consequences apply.

§ 9 Limitation

(1) The general limitation period for claims arising from material and legal defects one year after delivery. As far as acceptance is agreed, the limitation period begins with the acceptance.

(2) If the goods are a building or a thing which has been used for a building in accordance with its usual way of use and which has caused defectiveness (building material), the limitation period shall be 5 years from delivery in accordance with the statutory regulation. Other special statutory provisions for limitations remain unaffected.

(3) The above limitation periods of the right to purchase shall also apply to contractual and non-contractual compensation claims of the buyer, which are based on a defect of the goods, unless the application of the regular statutory limitation period would lead to a shorter limitation period in individual cases. Claims for damages of the buyer pursuant to § 8 para. 2 p. 1 and p. 2 (a) as well as according to the Product Liability Act are only statutes for limitations.

§ 10 Choice of law and jurisdiction

(1) For this AVB and the contractual relationship between us and the Buyer, Austrian law applies with the exclusion of international unitary law, in particular the UN Sales Law.

(2) If the buyer is a merchant, a legal entity of public law or a special public-law asset, the exclusive – also international jurisdiction for all disputes arising directly or indirectly from the contractual relationship – is our business seat in Vienna. The same applies if the buyer is an entrepreneur. In all cases, however, we are also entitled to lodge a complaint at the place of performance of the delivery obligation pursuant to this AVB or a priority individual agreement or at the general place of jurisdiction of the buyer. Priority legislation, in particular on exclusive competences, shall remain unaffected.

General Terms and Conditions – B2B Services

1. Applicability and General:

1.1. These terms and conditions (hereinafter: AGB) are designed for legal transactions between companies. If, for example, they are also based on legal transactions with consumers within the meaning of the Consumer Protection Act, they shall apply in accordance with the respective special provisions.

1.2. The application of these Terms and Conditions is expressly agreed for all legal transactions between the Client and the Contractor, for example for the first legal transaction, for all additional and subsequent orders and future transactions. The version valid at the time of the conclusion of the contract is decisive.

1.3. The contracting entities have no validity and will expressly object to this. The contractor declares that only under his terms and conditions contract to wol-len. If, exceptionally, the application of the terms and conditions of the contracting entities is agreed in writing, their provisions shall only apply as far as they do not conflict with these terms and conditions. Non-colliding provisions in the Terms and Conditions remain juxtaposed.

1.4. Changes and additions to the contract or these terms and conditions require the written form to their legal validity. It is only possible to dispense with it in writing. It is noted that there are no secondary agreements.

1.5. The parties agree to the application of Austrian law. The application of UN purchasing law is excluded. If the validity of O-standards has been agreed, they shall only apply to the extent that they do not object to this AGB and were transferred to the contractor in the event of a contract award.

1.6. The Contractor points out that these Terms and Conditions on the Internet www.semy.at/agb available.

Two. Cost proposals:

2.1. Cost proposals shall be binding only if they are drawn up in writing and expressly referred to as such; the creation of an estimate does not oblige the contractor to accept an order.

2.2. Cost estimates of the contractor are non-binding; there is no guarantee of accuracy and completeness.

2.3. Cost proposals are free of charge with regard to the work, material and travel expenses associated with the production. If an order is issued, the costs paid for the estimate shall be calculated as a fee.

3. Contract conclusion:

3.1. The contractor's offers are free of charge and are only given in writing. The acceptance of an offer created by the contractor is only possible with regard to the entire offer, unless otherwise agreed.

3.2. Insofar as the contract is not concluded by the mutual subcontracting of a document, the contractor shall accept offers from the contracting entity by written confirmation of the contract, by the provision of the service or by the delivery of the service. The contractor has the possibility to accept the offer of the contractor within two weeks.

3.3. As long as the contracting entity has not submitted a written declaration of contract, the contracting entity is entitled, but is not obliged to start the fulfillment.

3.4. If the written order confirmation contains changes to the order (complete order confirmation), they shall be deemed to have been approved by the client, provided that the customer does not object immediately.

4. Performance

4.1. The nature and extent of the agreed performance are the result of the order, the confirmation of the order and these terms and conditions.

4.2. The object of the service consists exclusively in the production of technical drawings, plans, sketches or similar documents, including in electronic form (CAD, 3D-model, ...) on the basis of completely specified information (instructions) or planning documents (plans, outlines and sketches) for a project to be carried out (planning object) and the associated auxiliary and preparatory work.

4.3. The object of service shall be provided according to the general state of the art and is designed exclusively for expert addressees.

4.4. The contractor shall not carry out planning work, nor shall the customer's details or planning documents be checked for completeness, accuracy, accuracy, clarity, plausability or the like. There is no obligation to test and warn the contractor with regard to these documents and instructions. The contracting authority shall also inform the contracting authority that such activities are also inadmissible due to the extent of the contracting authority.

4.5. Consultations or similar services, as well as the representation of the contracting entity before authorities concerning the planning are not the subject of the service.

4.6. The client guarantees that the completed planning documents and other information are complete, correct and error-free.

4.7. Corrections, additions or explanations of the submitted planning documents or of the information shall be taken into account only if they take place in good time before the start of the delivery to the contractor. In the event of a later handover, the contractor shall pay an appropriate fee for the (frustered) services that have been provided up to then –, commenced operations (in particular planning and drawing services) – or any resulting changes or other additional services. This applies without exception to whether a flat-rate fee has been agreed between the parties.

4.8. In the event of uncertainty, ambiguities, blurredness, discretion or similar, which extend the service period appropriately, the client shall, as soon as possible, provide the information requested by the contractor and shall contribute to the clarification.

5. Performance and scope:

5.1. The contractor is only obliged to carry out the service once all the technical details have been clarified and the contractor has created any technical and legal requirements for execution. The performance period begins with the fulfilment of these conditions.

5.2. Benefits not expressly included in the offer or in other contract documents signed by the contractor are not due.

6. Performance deadlines and dates:

6.1. Performance dates and deadlines are only binding if they are expressly agreed in writing. The contractor shall otherwise provide the services within a reasonable period of time.

6.2. If the start of the performance or the execution itself is delayed and the delay has not been caused by circumstances which are attributable to the sphere of the contractor, agreed service periods are appropriately extended or agreed completion dates are pushed out accordingly. The same applies to changes or additions to the originally agreed services.

6.3. The additional costs arising from delays shall be borne by the client if the circumstances of his sphere which cause the delays are to be attributed.

6.4. In the event of a legitimate resignation from the contract by the contractor, if the contractor wishes the contractor to perform the commissioned services completely or partially, the contractor must pay all the disadvantages arising therefrom, including the lost profit. Claims according to § 1168 ABGB are not affected by this.

7. Payment:

7.1. If the contractor is instructed to provide services without a prior offer, the contractor shall pay an appropriate fee. During the-

the contracting authority shall assign the contractor to the provision of these services already. The contractor is entitled to demand an appropriate fee for this purpose.

7.2. For their effectiveness, flat-rate agreements require the express term as such and the written nature. As a result, the services are in no way flat-rate. Subsequent changes in the performance content affect the flat-rate fee.

7.3. All fees are understood plus the applicable statutory turnover tax.

7.4. The contractor may charge a separate fee for any transmission costs. The contracting authority hereby authorises the transport or dispatch of the consignments with a means of transport (post, rail) and with a trans-port company. The risk is transferred to the supplier with the transfer to the transporter.

7.5. The contractor shall be entitled to charge a deposit of one third of the agreed fee after the order has been issued and to pay a partial payment separately. Otherwise, the billing takes place after handover. The finishing of directing hours is done monthly. The payment destination is 14 days net. The payment to the contractor is decisive.

7.6. The payment of the contracting authority shall be free of charge and shall be free of charge.

7.7. In the event of a delay in payment, the contracting entity shall replace the costs incurred by the delay in payment and the necessary costs, such as expenses for payment of € 10 per reminder, debt collection attempts, storage costs and any out-of-court attorney's costs to the contractor. Default interest accrues to § 456 UGB.

7.8. The settlement by the contracting entity with counterclaims is only permissible if the claims of the contracting entity have been legally established or have been expressly and in writing recognised by the contracting entity.

7.9. If the contracting entity is in default with any other contractual relationship or obligation to provide services to the contractor, the contracting entity shall be entitled to cease its service obligation until payment by the contracting entity and/or to accept an appropriate extension of the delivery period, to make all open claims due from all contractual relations and, if necessary, to retrieve delivered goods without the contracting entity having to accept the service obligation. A resignation from the contract shall only be seen by these actions if the contractor has expressly declared it.

8. Preservation of property and property rights:

8.1. All supplied documents, such as plans, sketches and other technical documents, shall remain the property of the contractor until the payment of the fee is complete. The contracting authority shall make the reservation of ownership clear by appropriate instructions.

8.2. All documents such as plans, sketches and other technical documents of the contractor, as well as reproduction or illustrations thereof of any kind, shall remain an intellectual property of the contractor and shall enjoy property rights, in particular copyright protection. Any unexpressed use, in particular reproduction, dissemination, processing, reproduction or provision, and imitation is inadmissible. In the absence of a deviating agreement, the object of service may only be used by the client for its own purposes.

8.3. Where references to the provider of the service are attached to the subject matter of the service or to the documents provided, a change, removal or unrecognization of the description of the provider shall be permitted only with the consent of the supplier. The contractor shall be entitled to provide the contractor with the name and company of the contractor in the case of publication and notices concerning the design subject.

8.4. The Client shall be liable for the fact that the documents transferred to the Contractor, in particular plans, drawings, models or other specifications, are free of third-party rights, in particular copyrights or copyrights, and shall indemnify the Contractor from all relevant claims, including the associated costs for the defence of these.

9. Obligations of the client:

9.1. The contracting authority shall examine the subject matter of performance immediately after receipt for correctness and completeness. Execution of the design object using the object of service without prior examination is inadmissible. If the client does not have the necessary technical knowledge for the examination himself, he shall contribute qualified experts to his costs.

9.2. If there are any uncertainties or questions concerning the performance of the contracting entity, it shall be obliged to contact the contracting entity immediately. The contracting entity shall override this obligation to inform the persons implementing the object of the contract.

9.3. The contracting entity shall be obliged, when the object of service is used in the course of the execution of the design object, to allow it to be carried out only by skilled persons according to the general state of the art.

9.4. Insofar as it is necessary for the provision of services, the client is obliged to inform the contractor of additional information, planning documents, information, specifications or the like immediately in writing. The points 4.7. Articles 2 and 3 and 4.8. apply accordingly.

9.5. Where a provision of the service is expressly agreed in accordance with ÖNorms (e.g. A6240-1 and A6240-2) or certain special statutory requirements, these provisions shall be made available to the contractor by the contractor or made accessible.

10. Warranty:

10.1. The guarantee shall be effected primarily by improving or exchanging the rights within a reasonable period. The right to vote in this respect is up to the contractor. Where an improvement or an exchange is not possible or is only associated with a disproportionate effort, appropriate price reduction shall be granted. There is a right to change only in the case of invalid defects which impede the use of the object of performance. In the event of a timely guarantee, a claim against the contractor is excluded for the replacement of the delay damage.

10.2. The contracting entity shall also demonstrate the existence of a defect at the time of the handover in the first six months from the handover of the work. § 924 ABGB is expressly deducted.

10.3. All claims arising from the warranty shall be cancelled if the services of the contractor have been changed or supplemented by third parties or by the contracting entity itself.

10.4. The warranty period shall be 12 months unless otherwise expressly and in writing.

10.5. Any complaints of defects and complaints of any kind shall be notified to the contractor in writing without delay, in the event of any loss of all claims, as precisely as possible. Oral, telephone or not immediate moan and complaints are not taken into account. Deficiencies and complaints that do not take place within 14 days from handover are at any rate late. The contracting entity shall bear the risk of delay and loss for the deficiencies and complaints.

10.6. If the client is a consumer within the meaning of the KSchG, only the statutory warranty rules apply. The points 10.1. up to 10.5 do not apply.

11. Damage compensation:

11.1. The contractor shall be liable to the contractor only for damages which have been grossly negligent or intentionally added to the contractor, provided that such damage does not involve personal injury or

Damage to items that the contractor has taken over for processing. The existence of gross negligence must be demonstrated by the injured.

11.2. The liability for consequential damage, lost profit and claims of third parties is at any rate excluded. This also applies to damage caused by a non-timely completion (delay damage), in particular when the delay is due to serious or unforeseeable malfunctions, supply problems or absence of labour. Liability for damage arising from incorrect or non-determined use of the object of performance is excluded.

11.3. Claims for damages shall expire within six months from the knowledge of the damage and the damages.

11.4. Regression claims against the contractor arising from the liability under the Product Liability Act are excluded.

11.5. In the event that the contracting entity is one of the 9.1. to 9.4. violated certain obligations, damages and warranty claims of the client are excluded.

11.6. If the client is a consumer within the meaning of the KSchG, the statutory compensation rules apply exclusively. The points 11.1. to 11.5. do not apply.

12. Resignation of the contract

12.1. In the event of a delay of the contractor, the resignation of the contracting entity shall not be allowed until a sufficient grace period is set by means of registered letters. With slight or insignificant (partial) performances, the contractor does not have the right to withdraw.

12.2. In the event of default by the contracting entity in the event of a commitment or observance, in front of al-lem credit, sub- or other payment obligations or participation activities which make the execution of the contract impossible or significantly impede, the contracting entity shall be entitled to withdraw immediately. This does not affect legal rights of withdrawal.

13. Transfer:

13.1. The handover is effected in principle by pick-up by the client at the place of the contractor (wood debt). The transfer by sending to the client must be expressly agreed. If the client does not perceive the intended transfer date or refuse the transfer unauthorizedly, the transfer is to be regarded as taking place at the intended transfer date. In this case, the contractor is entitled to charge an appropriate storage fee from the time of the intended transfer date or to send the goods and documents at the expense of the contractor.

13.2. If the contracting entity is a consumer within the meaning of the KSchG and has been expressly agreed upon a transfer by sending, § 7b KSchG is applicable.

14. Place of performance and place of jurisdiction:

The place of performance and place of jurisdiction shall be the seat of the contractor, provided that the contracting entity is not a consumer within the meaning of the KSchG. The contractor is entitled to sue also at the general court of the contractor.

15. Severability clause:

If a determination of these Terms and Conditions is wholly or partially ineffective or becomes ineffective due to enforceable provisions, the remaining provisions of these Terms and Conditions shall remain unchanged. The parties undertake to replace the invalid provision by an effective provision with a content which comes closest economically to the ineffective provision.