1. GENERAL, SCOPE OF APPLICATION
a) By placing an order with TECHNODAT, irrespective of whether this is in writing, orally or by telephone, the CUSTOMER accepts these General Terms and Conditions for the duration of the entire business relationship and they become an integral part of the contract. Amendments or supplements shall only be binding if they are confirmed in writing by TECHNODAT. The CUSTOMER’s General Terms and Conditions (Conditions of Purchase) shall only apply to TECHNODAT if they are expressly accepted by TECHNODAT in writing.
b) Should any of the following conditions be invalid, the remaining conditions shall nevertheless remain in force. The void condition shall be replaced by a condition which is most suitable to fulfill the economic purpose of the void condition. This shall apply mutatis mutandis if a gap in the contract requiring supplementation becomes apparent.
c) In case of dispute, Austrian law shall apply exclusively. The place of jurisdiction is Salzburg.
d) If agreements deviating from the terms and conditions are made in offers, order confirmations, invoices and other written commitments, these shall be deemed to have priority.
a) Each quotation from TECHNODAT is valid for 30 days from the date of issue.
b) Only written quotations are binding.
c) The exact delivery date is determined by the order confirmation.
3. PRICES AND TERMS OF PAYMENT
a) The price includes delivery to the CUSTOMER’s goods receiving point.
b) Value added tax shall be paid in addition at its respective statutory rate.
c) All payments shall be made without deduction within 14 days.
d) Installation costs are not included in the purchase price unless otherwise agreed in writing.
e) Additional services provided, such as training and technical support, will be invoiced promptly after they are provided and are payable immediately.
f) In case of partial deliveries and partial acceptances, the respective partial amount shall be paid.
g) In the event of default in payment TECHNODAT shall be entitled to charge interest in the amount of 4% above the respective discount rate of the Austrian National Bank.
h) The CUSTOMER may only set off claims that are undisputed or have become res judicata.
i) If the purchase price claim appears to TECHNODAT to be at risk, e.g. because the CUSTOMER has not made due payments or his financial circumstances have deteriorated, TECHNODAT may at any time demand payment concurrently against delivery or securing of the purchase price claim or withdraw from the contract and demand at least 20% of the purchase price as compensation.
a) Delivery and transfer of risk shall take place upon arrival of the delivery item at the CUSTOMER’s goods receiving point.
b) Delays in delivery due to force majeure or transport damage shall entitle TECHNODAT to reasonably postpone the delivery date.
c) The targeted delivery dates can only be met if the CUSTOMER provides all necessary work and documents in full on the dates specified by TECHNODAT and meets his obligation to cooperate to the extent required.
d) Should the delivery be delayed due to the fault of TECHNODAT and also not be effected within a reasonable grace period set by CUSTOMER in writing, CUSTOMER shall be entitled to withdraw from the contract concluded with TECHNODAT. All further claims of the CUSTOMER are excluded.
e) A delivery date specified in the contract shall only be a fixed date if it has been expressly designated as such.
a) Until the time of delivery, the CUSTOMER shall equip the intended installation room in accordance with TECHNODAT’s installation instructions. The CUSTOMER shall arrange for the transport to the house at his own expense and responsibility.
b) The installation is done exclusively by TECHNODAT.
c) If the installation is not carried out for reasons for which the CUSTOMER is responsible, the readiness for operation shall be deemed to have been declared if TECHNODAT has set the CUSTOMER a deadline of 30 days for remedial action and the CUSTOMER has not enabled the installation within the deadline.
6. OPERATIONAL READINESS
a) After the installation of the products TECHNODAT shall declare to the CUSTOMER in writing the readiness for operation, in case of partial deliveries the partial readiness for operation.
b) The CUSTOMER shall only be entitled to use the products after the declaration of – if applicable partial – operational readiness.
a) TECHNODAT warrants that the Software fulfills the described functions provided that the Software is used on the operating system described in the Agreement.
b) The prerequisite for troubleshooting is that
– the CUSTOMER describes the error sufficiently in an error message and this can be determined for TECHNODAT;
– the CUSTOMER provides TECHNODAT with all documents necessary for the elimination of the defect;
– the CUSTOMER or a third party attributable to it has not interfered with the software;
– the software is operated under the intended operating conditions according to the documentation.
c) In the event of warranty, improvement shall in any case have priority over price reduction or rescission. In the event of a justified notice of defect the defects shall be remedied within a reasonable period of time, whereby the CUSTOMER shall enable TECHNODAT to take all measures necessary for the examination and elimination of the defect.
d) Costs for assistance as well as elimination of errors and faults for which the CUSTOMER is responsible as well as other corrections, changes and additions shall be carried out by TECHNODAT against payment. This shall also apply to the elimination of defects if program changes, additions or other interventions have been made by the CUSTOMER himself or by third parties.
e) Furthermore, TECHNODAT shall not assume any warranty for errors, malfunctions or damage caused by improper operation, modified operating system components or interfaces.
f) For programs which are subsequently modified by the CUSTOMER’s own programmers or third parties, any warranty by TECHNODAT shall lapse.
g) If the subject of the order is the modification or supplementation of already existing programs, the warranty refers to the modification or supplementation. The warranty for the original program shall not be revived thereby.
h) Warranty claims shall become statute-barred twelve (12) months after handover.
a) TECHNODAT shall be liable to the CUSTOMER for damages demonstrably caused by him only in case of gross negligence.
b) If, notwithstanding the exclusion of liability in paragraph 8a, TECHNODAT should be liable for culpably caused personal injury or damage to property on the basis of mandatory statutory provisions, such liability shall in any case be limited to the amount of three times the order sum, but not more than EURO 300,000 (three hundred thousand euros) per order.
c) Liability for indirect damages – such as loss of profit, costs associated with business interruption, loss of data or claims by third parties – is expressly excluded.
d) TECHNODAT shall only be liable for the loss of data and programs to the extent that the CUSTOMER has ensured that these data can be recreated from documents stored in machine-readable form with reasonable effort.
e) Claims for damages shall become statute-barred in accordance with the statutory provisions, but no later than the expiry of one year from knowledge of the damage and the damaging party.
9. PROPERTY RIGHTS
a) Ownership of the software shall always remain with TECHNODAT or its licensors.
b) The items supplied for testing purposes (hardware, software including media, documentation) shall not be transferred to the CUSTOMER and may not be used by the CUSTOMER for its own purposes.
10. SOFTWARE LICENSES & CONVENTIONAL PENALTIES
a) The CUSTOMER is granted the right to use the software at the defined installation location on the central processing unit or peripheral devices for which they are contractually intended.
b) If a failure of these devices prevents use, the software may be used temporarily on another central processing unit or peripheral device.
c) The right of use is non-exclusive and non-transferable. In particular, transfers of all or parts of the licenses to other or newly founded companies in the context of spin-offs, acquisitions or similar transactions are not part of this contract. The CUSTOMER shall therefore not make the software available to any third party. Persons who exercise the CUSTOMER’s right of use on behalf of the CUSTOMER shall not be considered third parties.
d) All further rights to the software shall remain with TECHNODAT or their respective licensors. If the CUSTOMER violates any of the prohibitions contained in this clause, the CUSTOMER shall be obliged to pay to TECHNODAT a contractual penalty irrespective of fault in the amount of 5 times the software license costs; TECHNODAT reserves the right to assert further claims for damages. Furthermore, TECHNODAT shall be entitled to terminate the license in case of violation of these provisions and in this case the CUSTOMER shall be obliged to return the Software and all its copies to TECHNODAT within 10 days after receipt of the termination.
e) Software licenses – licensing number of users per day (0:00 hrs – 24:00 hrs) – shall be granted for an indefinite period and may only be terminated by TECHNODAT for good cause. An important reason exists in particular if the CUSTOMER does not fulfill his contractual obligations despite a reminder.
11. PROTECTION RIGHTS
a) TECHNODAT shall indemnify the CUSTOMER against payment obligations imposed on the CUSTOMER in proceedings brought against the CUSTOMER because the use of a product supplied by TECHNODAT or a part thereof is alleged to infringe an Austrian patent or other industrial property right. The prerequisite for this is that the CUSTOMER immediately notifies TECHNODAT in writing of all claims raised against him as well as of the subsequent proceedings and grants TECHNODAT the authority to independently conduct and terminate the legal dispute.
b) If in proceedings conducted by TECHNODAT the CUSTOMER is prohibited from further use of the product due to infringement of an industrial property right or if in the opinion of TECHNODAT such a decision is to be expected, TECHNODAT shall at its own expense and at its discretion either
– procure for the CUSTOMER the right to continue using the product
– replace it or modify it in such a way that an infringement of property rights no longer exists while maintaining the original scope of performance and use, or
– if the above measures are impossible or economically unreasonable for TECHNODAT, take back the product and credit the CUSTOMER with the value reduced by the depreciation.
c) The CUSTOMER shall not be entitled to any claims other than those mentioned above on the occasion of infringements of property rights.
TECHNODAT reserves the right to deliver the products in a version deviating from the product description if their functionality is not impaired thereby.
13. ADDITIONAL SERVICES
TECHNODAT offers additional services software maintenance, training and technical support on separate terms.
TECHNODAT GmbH 2023