1. SCOPE OF APPLICATION
1.1.
The General Terms and Conditions of Acronum GmbH apply to all transactions, all deliveries and services provided by Acronum GmbH to the client for a fee.
The mutual rights and obligations of the contracting parties are determined exclusively by the content of the order accepted by Acronum GmbH and these General Terms and Conditions.
1.2.
Conflicting terms and conditions of the client only apply if Acronum GmbH has expressly agreed to them in writing. Verbal agreements do not exist. Any amendments and additions to this contract must be made in writing, otherwise they are invalid.
2. OFFER
2.1.
Offers made by Acronum GmbH are valid for 14 days. Acronum GmbH reserves the right, at its own discretion, to check the customer’s creditworthiness in advance and to accept the offer only after a positive check.
2.2.
information in brochures, sales documents, catalogs and leaflets shall only be valid if explicit reference is made to them in the service description of the offer. If this is not the case, such information is to be regarded as non-binding.
2.3.
It is expressly forbidden to pass on, reproduce or otherwise make available the offer and project documents of Acronum GmbH to third parties.
3. CONCLUSION OF CONTRACT
3.1.
A contractual relationship between the contracting parties is deemed to have been concluded when the offer submitted by Acronum GmbH has been legally signed by the client or confirmed in writing, e.g. by e-mail. The subject matter of the contract is the offer, the service description and any other agreements between the contracting parties relating thereto.
3.2
Contract term: A minimum contract term of 12 months applies to all items that include licenses, maintenance and service flat rates. The contract term is always calculated from the conclusion date to the end of the year and thereafter per calendar year. Notice of termination must be given in writing at least three months before the end of this minimum contract period. If notice is not given in due time, the contract term is extended by one year in each case.
3.3
Value protection: Current fees for services are subject to an annual index adjustment on the basis of the 2005 consumer price index. The contractor is entitled to adjust these fees on January 1st of each year. If the 2005 consumer price index is no longer used, the index that officially replaces it shall apply. Failure to exercise the right to adjust the value shall not constitute a waiver of future adjustments. In the event of changes to the SPLA prices by Microsoft, the SPLA licenses may be adjusted by the Contractor with effect from the following month and charged to the Client.
3.4
Any amendments and additions to the contract must be made in writing (e-mail, fax, letter). Failure to do so shall automatically render the contract invalid. Verbal collateral agreements do not exist.
4. PRICES
4.1
Unless otherwise agreed, the prices stated in Acronum GmbH’s offer shall apply.
The prices quoted are net prices plus the statutory value added tax. Offers are valid for 14 days. Terms of payment: 14 days net without deduction.
4.2.
The prices valid at the time of ordering shall apply. Should the prices change significantly from the offer due to fluctuations, Acronum GmbH is obliged to inform the contractor of this immediately. Prices are ex warehouse. Costs for delivery, packaging, loading, dismantling, return and disposal of old appliances are not included.
4.3
All items listed will be invoiced according to the actual work performed on the basis of the monthly time evaluation. Any services quoted are estimates excluding travel expenses and per diems. Acronum’s services are invoiced at the hourly rates offered or our standard hourly rates. The above descriptions apply unless otherwise agreed. The hourly rates quoted apply to normal working hours Monday-Friday from 08:00 to 18:00.
4.4
Travel times are charged at half the respective hourly rate. The statutory mileage allowance will be charged for the distances traveled. If travel allowances have been agreed, these will be used for invoicing.
4.5
Outside the normal working hours listed above, surcharges will be applied. Monday-Friday 18:00 to 08:00 and Saturday from 06:00 to 24:00 an overtime surcharge of +50% applies. Sunday and public holidays from 00:00 to 24:00 a surcharge of +100% is applied. The Austrian public holiday regulations apply.
4.6
A billing basis of 15 minutes applies to all services provided by Acronum GmbH. Monthly costs are charged at the beginning of each year for the entire calendar year. Monthly billing is only possible by SEPA direct debit mandate. When the contract is concluded, the aliquot share is used for the annual invoice.
4. PRICES
5.1.
The hardware and software or other components will be delivered to the delivery address specified by the contractual partner on the agreed delivery date or the delivery date communicated by Acronum GmbH. Acronum GmbH is entitled to execute the order in partial deliveries even without a corresponding request by the contractual partner.
5.2.
In the event of obstacles to delivery or performance for which the client is responsible, Acronum GmbH is entitled to withdraw from the contract (or to cancel the order for an additional service) if the client does not eliminate the obstacle to delivery or performance within a reasonable grace period set by Acronum GmbH, which must be at least two weeks. In this case, the client must reimburse Acronum GmbH for all expenses already incurred (e.g. for installation work carried out) and all expenses necessary due to the withdrawal from the contract, but not in excess of the remuneration agreed for the production of the service.
6. STRUCTURE/INSTALLATION/EQUIPMENT
6.1.
The assembly or installation of the goods or components supplied by Acronum GmbH shall take place at the agreed place of delivery, provided that the customer has placed the corresponding order. Unless otherwise agreed, the services associated with the assembly or installation will be invoiced according to the actual cost of materials and working time in accordance with the currently valid prices. The hourly rates charged by Acronum GmbH for installation or assembly are calculated on the basis of the rates charged by Acronum GmbH’s customer service department; these rates are subject to change.
7. PREPARATORY WORK FOR SERVICE FULFILLMENT
7.1.
In order to ensure proper performance by Acronum GmbH, the client is obliged to fully comply with the requirements and preparatory work for performance contained in the offer. The transmission of all preparatory work is also permitted by e-mail and thus remains valid within the scope of application.
7.2.
If the client does not fulfill this obligation or does not fulfill it in full, Acronum GmbH is entitled to charge the client for all additional services and additional expenses incurred as a result.
8. ACCEPTANCE
8.1.
A delivery bill shall be drawn up for the goods and components covered by the delivery order, which must be signed by the contractual partner.
8.2.
The goods and components delivered by Acronum GmbH are deemed to have been handed over to the customer upon signature of the delivery bill by the contracting parties, but no later than upon use of the goods and components delivered by Acronum GmbH. Acronum GmbH is entitled to issue an invoice once the goods have been handed over. The customer is not entitled to withhold payments in part or in full unless there are defects that significantly impair the use of the delivered goods and components. Such defects must be reported to Acronum GmbH immediately and are only valid if they result in a gross restriction of the delivered solution.
9. TERMS OF PAYMENT
9.1.
Unless otherwise agreed, payments are due 14 days after receipt of invoice without deductions.
Acronum GmbH is entitled to demand a down payment of one third of the order amount from the client. In this case, Acronum GmbH will not place the order with the manufacturer until Acronum GmbH has received the requested down payment.
The billing dates result from the order or purchase order.
9.2.
If the client is in default of payment, Acronum GmbH is entitled to demand all costs necessary for appropriate legal action as well as default interest in the amount of 9.2 percentage points above the base interest rate for a mutual business transaction in accordance with § 456 UGB. In the case of consumer transactions, default interest of 4% shall apply.
9.3.
The client’s rights to refuse its contractual services in accordance with Section 1052 ABGB (Austrian Civil Code) in order to obtain or secure consideration, as well as its statutory rights of retention in general, are excluded. This provision shall not apply to consumer transactions.
9.4.
If insolvency proceedings are opened against the customer’s assets or such proceedings are dismissed for lack of assets to cover costs, Acronum GmbH is entitled to deliver exclusively against advance payment.
10. RESERVATION OF TITLE
10.1.
Delivered goods and components remain the unrestricted property of Acronum GmbH until payment has been made in full.
10.2.
If payment is not made in full when the invoice is due despite a written reminder from the customer, Acronum GmbH reserves the right to reclaim the delivered goods or components.
11. WARRANTY
11.2
The warranty period for goods and components supplied by Acronum GmbH is six months from the date of acceptance. Warranty claims require that the customer has reported the defects immediately in writing and in detail. If system components are replaced under warranty, the original warranty period for the entire system will not be extended.
11.2
Defects subject to warranty shall be remedied either by rectification or replacement deliveries. Conversion or price reduction shall be excluded by mutual agreement. The warranty shall lapse if changes or adaptations have been made by third parties or if the contractor makes changes independently.
11.3
The ancillary costs associated with the warranty, e.g. for installation and removal, transportation, travel and travel time, are to be paid separately and at the client’s own expense.
11.4
Excluded from the warranty are defects resulting from arrangement and assembly not carried out by Acronum GmbH, inadequate equipment, failure to observe the installation requirements and conditions of use, overloading beyond the performance specified by Acronum GmbH, incorrect handling and use of unsuitable operating materials; this also applies to defects attributable to material ordered by the customer. Acronum GmbH is not liable for damage caused by atmospheric discharges, overvoltage and chemical influences. The warranty does not cover the replacement of parts that are subject to natural wear and tear.
12. WITHDRAWAL FROM THE CONTRACT
12.1.
The client is entitled to withdraw from the contract if Acronum GmbH is responsible for a delay in delivery that has not been communicated and the grace period set by the client has expired. Withdrawal from the contract must be notified to Acronum GmbH by registered letter.
12.2.
Acronum GmbH is entitled to withdraw from the contract without prejudice to its other rights,
– if the execution of the delivery is prevented or not possible by the client.
– if insolvency proceedings have been opened against the client’s assets or such proceedings have not been opened due to a lack of assets to cover the costs;
– if the client culpably interferes with third-party copyrights, ancillary copyrights, other intellectual property rights or personal rights;
– if the client culpably violates data protection regulations;
– if the client breaches other material contractual obligations.
12.3.
In the event of withdrawal from the contract, Acronum GmbH is entitled to invoice services or partial services already rendered in accordance with the contract. In the event of a withdrawal from the contract by Acronum GmbH, the customer must reimburse Acronum GmbH for the expenses incurred for work already carried out and for the dismantling of installations already completed as a result of the withdrawal from the contract or the cancellation of the order. In addition, Acronum GmbH is entitled to assert claims for damages if the other requirements are met.
13 LIABILITY
13.1.
Acronum GmbH shall only be liable for damages caused by its officers or agents in cases of intent or gross negligence. Acronum GmbH accepts no liability for claims arising from business interruption, damage, loss of data and/or information, failure of data processing equipment, software damage, etc.
13.2.
Any claims for damages must be asserted by the client against Acronum GmbH within twelve months of becoming aware of the damage and the damaging party, otherwise they shall be time-barred.
14. SOFTWARE LICENSES/COPYRIGHT
14.1.
Acronum GmbH will request any necessary software licenses from the licensor on the basis of the available customer data.
14.2.
Acronum GmbH or its licensors are entitled to all copyrights to services (programs, documentation, graphics, etc.). The client merely obtains a license to use the work.
14.3.
The client’s involvement in the production of these services shall not result in the acquisition of any rights beyond the use specified in the contract.
15 MARKETING
15.1.
The client grants Acronum GmbH the right to name the client’s company name to third parties as a reference customer. This shall apply until revoked by the client at any time.
15.2.
By placing the order, the client gives his consent – until revocation, which is possible at any time – to be informed about new products by means of a newsletter by e-mail or by telephone.
16. CHOICE OF LAW AND JURISDICTION
16.1.
The contracting parties agree that Austrian law shall apply exclusively.
16.2.
The competent court in Oberwart shall have exclusive jurisdiction for all disputes arising from the present contract – including the question of its valid conclusion and its preliminary and subsequent effects.
17. GENERAL/FINAL PROVISIONS
17.1.
Unless excluded by law, the statutory provisions applicable between merchants shall apply. This provision does not apply to consumer transactions.
17.2.
There are no written or verbal ancillary agreements.
17.3.
Should one or more provisions contained in this contract be void or ineffective or lose their effectiveness due to later circumstances, or should a contractual loophole be identified by both contracting parties by mutual agreement, this shall not affect the validity of the remainder of the contract. In such a case, the contracting parties undertake to effectively supplement the contract with a provision that corresponds to the legal and economic purpose of the invalid or incomplete contractual provision.
ACRONUM:
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