General Terms & Conditions
General Terms of Business and Delivery
1. GENERAL INFORMATION
1.1 These “General Terms and Conditions of Delivery” (hereinafter referred to as: “GTCD”) of LOGICDATA Electronic & Software Entwicklungs GmbH, Wirtschaftspark 18, 8530 Deutschlandsberg (hereinafter referred to as: “LOGICDATA”) shall be applicable for all orders of LOGICDATA.
1.2 For future orders, these GTCD shall be deemed included even if they are not referred to.
1.3. LOGICDATA is only willing to contract based on these GTCD. Should the General Terms and Conditions of the Buyer include regulations, which are contrary to these GTCD, or contain additional regulations, which are not taken into account here and which deviate from the legal regulations, then these regulations shall not be included in the content of the contract. Acceptance of the delivery and service of LOGICDATA by Buyer or a payment by Buyer shall imply agreement with the GTCD of LOGICDATA. On the other hand, LOGICDATA does not acknowledge the applicability of the terms and conditions of the Buyer through the delivery or service.
2. SUBMISSION OF OFFERS
2.1 LOGICDATA’s offers shall be deemed offers without engagement.
2.2 Unless otherwise agreed upon without doubt, the content of our order confirmation will delineate the content of the agreement.
3. CONCLUSION OF CONTRACT
3.1 The contract shall be deemed concluded upon written confirmation by LOGICDATA of an order received or upon dispatch of a delivery.
3.2 Subsequent amendments of, or additions, to the contract shall be subject to written confirmation.
3.3. Notifications transmitted by telefax or E-Mail shall be accepted. The parties agree that, unless otherwise required, legally significant statements or declarations of either party may also be transmitted electronically. However, should any such statements arrive at LOGICDATA’s premises outside of the official hours of business, they shall not be deemed received until the start of the official hours of business on the following working day. LOGICDATA’s official hours of business are 9 a.m. to 3 p.m. from Monday to Friday with the exception of public Austrian holidays.
4.1 Prices shall be quoted ex works or ex LOGICDATA’s warehouse without VAT, packing and packaging, loading. Buyer shall be liable for any and all charges, taxes or other duties levied in respect of delivery. If the terms of delivery include transport to a destination designated by Buyer, transport costs as well as the cost of any transport insurance desired by Buyer shall be borne by the latter. Delivery does not, however, include unloading and subsequent handling.
4.2 Prices are based on costs obtaining at the time of the first quotation. In the event that the costs have increased by the time of delivery, LOGICDATA shall have the right but not be obligated to adjust prices accordingly. In particular, this right shall apply regarding currency exchange rates fluctuation between the date of the order confirmation on the one hand and the issuing of the invoice on the other. In particular, LOGICDATA shall have the right but not be obligated to adjust prices in accordance with its costs (materials, wages, currency exchange ratres energy, etc) on annually with effect for subsequent orders of the Buyer, with the annuality computed starting with the first quotation.
4.3 If LOGICDATA fails to make timely payment of any sums, except those contested in good faith or those in a good faith dispute, interests will accrue at an annual rate equal to three percent (3%). If LOGICDATA fails to make timely payment contested in good faith or those in a good faith dispute LOGICDATA has not to pay any interests.
4.4 Offsetting against the claims of LOGICDATA shall be permissible only with legally determined or acknowledged claims.
4.5 Without a written consent, the Buyer shall not be authorised to assign the claims against LOGICDATA.
5.1 The period allowed for delivery shall commence at the latest of the following dates:
a) the date of order confirmation by LOGICDATA,
b) the date of fulfilment by Buyer of all the conditions, technical, commercial and other, for which he is responsible,
c) the date of receipt by LOGICDATA of a deposit or security due before delivery of the goods in question.
5.2 Buyer shall obtain whatever licences or approvals may be required from authorities or third parties for the construction of plant and equipment.
5.3 LOGICDATA may carry out, and charge Buyer for partial or advance deliveries. If delivery on call is agreed upon, the commodity shall be deemed called off at the latest one year after the order was placed.
5.4 In case of unforeseeable circumstances or circumstances beyond the parties control, such as all cases of force majeure, which impede compliance with the agreed period of delivery, the latter shall be extended in any case for the duration of such circumstances; these include in particular armed conflicts, official interventions and prohibitions, delays in transport or customs clearance, damages in transit, energy shortage and raw materials scarcity, labour disputes, and default on performance by a major component supplier who is difficult to replace. The aforesaid circumstances shall be deemed to prevail irrespective of whether they affect LOGICDATA or his subcontractor(s).
5.5 If a contractual penalty for default of delivery was agreed upon by contracting parties when the contract was concluded, it only shall be executed as follows, and any deviations concerning individual items shall not affect the remaining provisions: Where delay in performance can be shown to have occurred solely through the fault of LOGICDATA, Buyer may claim for each completed week of delay an indemnity of at most 0.5%, a total of no more than 5%, however, of the value of the goods to be delivered late. Assertion of rights of damages exceeding this extent is precluded.
5.6 With blanket orders with an individual forecast, delivery time is 6 weeks, in case of blanket orders without a forecast, it is 14 weeks. Outline agreements are valid for 12 months at the most. If there is no blanket order, delivery time is 20 weeks. 8 months after receipt of the order there must be a fixed schedule for the number of remaining quantities. The technical customer release has to be considered as binding for the entire blanket order.
6. PASSAGE OF RISK AND PLACE OF PERFORMANCE
6.1 Unless otherwise agreed, the delivery of goods is considered sold EXW in accordance with INCOTERMS® 2010.
6.2 The seat of LOGICDATA, unless any other place has been expressly specified, is the place of performance as well as the transfer of risk.
7.1 If Buyer has a sufficient credit insurance or provides a bank quarantee, one third of the purchase price shall fall due at the time of receipt by Buyer of the order confirmation of LOGICDATA, one third after half the delivery period has elapsed and the balance at the time of delivery. Otherwise advance payment shall be deemed to be agreed upon. Invoices shall become due within 30 days after the date of issuance. If bankruptcy proceedings are instituted against the assets of Buyer or if an application for bankruptcy proceedings is not granted for insufficiency of assets, or should any doubts arise concerning the Buyer’s solvency or his willingness to pay, particularly because he fails to meet his payments resulting from this contract, or from any other contract with LOGICDATA or with a company affiliated to LOGICDATA, or due to a subsequent deterioration of his economic situation, deliveries shall only be made against cash in advance.
7.2 In the case of part settlements the individual part payments shall fall due upon receipt of the respective invoices.
7.3 All interest, fees and charges shall be borne by Buyer.
7.4 Buyer shall not be entitled to withhold or offset payment on the grounds of any warranty claims or other counterclaims.
7.5 Payment shall be deemed to have been effected on the date at which the amount in question is at LOGICDATA’s disposal.
7.6 If Buyer fails to meet the terms of payment or any other obligation arising from this or other legal transactions, LOGICDATA may without prejudice to his other rights
a) suspend performance of his own obligations until payments have been made or other obligations fulfilled,
b) call in debts arisen from this or any other legal transactions and charge default interest amounting to 1.25 % per month plus turnover tax for these amounts beginning with the due dates,
c) only perform transactions against cash in advance in the case of two delays in payment.
In any case LOGICDATA has the right to invoice all expenses arising prior to or in the course of a lawsuit, especially reminder charges and lawyer’s fees.
7.7 Discounts or bonuses are subject to complete payment in due time.
7.8 LOGICDATA retains title to all goods delivered by him until receipt of all amounts invoiced including interests and charges. Buyer herewith assigns his claim out of a resale of conditional commodities, even if they are processed, transformed or combined with other commodities, to LOGICDATA to secure the latter’s purchase money claim. In the case of resale granting respite Buyer shall have the power of disposal of the product under retention of ownership only with the proviso that upon reselling Buyer notifies the secondary Buyer of the assignment for security or enters the assignment in his account books.
8. WARRANTY AND ACCEPTANCE OF OBLIGATION TO REPAIR DEFECTS
8.1 If the agreed terms of payment have been complied by Buyer, LOGICDATA shall, subject to the conditions hereunder, remedy any defect existing at the time of acceptance of the article in question that impairs the functioning of said article. From particulars appearing in catalogues, folders, promotional literature as well as written or oral statements which have not been included in the agreement, no warranty obligations may be deduced.
8.2 Unless special warranty periods operate for individual items the warranty period shall be 6 months. These conditions shall also apply to any goods supplied, or services rendered in respect of goods supplied, that are firmly attached to buildings or the ground. The warranty period begins at the point of passage of risk acc. to paragraph 6.
8.3 For improved or exchanged parts, the warranty period shall start again, but shall end in any case 6 months after the original warranty period has expired.
8.4 If delivery or the performance of services is delayed for reasons outside the control of LOGICDATA, the warranty period shall begin 2 weeks after LOGICDATA is ready to deliver or perform services.
8.5 Buyer shall prove within a reasonable period the presence of a defect. Upon receipt of such notice LOGICDATA shall have the option to replace the defective goods or defective parts thereof or else to repair them on Buyer’s premises or have them returned for repair, or to grant a fair and reasonable price reduction.
8.6 Any expenses incurred in connection with rectifying defects (e. g. expenses for assembly and disassembly, transport, waste disposal, travel and site-to-quarters time) shall be borne by Buyer. Replaced parts shall become the property of LOGICDATA.
8.7 If an article is manufactured by LOGICDATA on the basis of design data, design drawings, models or other specifications supplied by Buyer, LOGICDATA’s warranty shall be restricted to non-compliance with Buyers specifications.
8.8 LOGICDATA’s warranty obligation shall not extend to any defects attributable to material supplied by Buyer. Nor shall LOGICDATA be liable for damage due to acts of third parties, atmospheric discharges, excess voltage and chemical influences. The warranty does not cover the replacement of parts subject to natural wear and tear. LOGICDATA accepts no warranty for the sale of used goods.
8.9 Claims acc. to § 933b ABGB are struck by the statute of limitation with lapse of the period mentioned under point 8.2.
8.10 The provisions of sub-paragraphs 8.1 to 8.10 shall apply, mutatis mutandis, to all cases where the obligation to repair defects has to be accepted for other reasons laid down by law.