I. Offer and order

1. Our offers are not binding. Goods and services are invoiced on the basis of the price applicable on the day of delivery.
2. Unless otherwise agreed prices are in euros ex works Mödling and do not include packaging, customs duties, transport, applicable tax and other expenses.
3. An order is accepted when our order confirmation is issued or when we execute the order.
4. The scope of our performance does not include installation, adaptations to existing systems, or training. If required, training may be specifically arranged.

II. Delivery

1. We make every effort to keep to the date of delivery so far as lies within our powers. The date of actual delivery may vary from the agreed date. We are only in default on delivery after the expiry of an extension period that takes account of the procurement options open to us and is notified to us in writing by the client. This extension period shall be at least be one month.
2. The customer bears the cost and risk of transportation ex works Mödling. Unless otherwise agreed, goods are despatched with a carrier of our choice.
3. Claims for damage and loss in transport shall be directed against the carrier only.

III. Warranty for hardware

1. The warranty period is 24 months.
2. We warrant that upon delivery all hardware is in working order and corresponds to the notified specification.
3. Our warranty service encompasses the remedying of material defects including the exchange of parts or, at our discretion, the exchange of assemblies or the complete hardware for technical reasons.
4. To make a claim under the warranty the client shall at his own expense send the hardware to our works in Mödling, Austria. We will bear the cost of the return transport. All transportation shall be at the client’s risk. Claims for damage and loss in transport shall be directed against the carrier only.
5. We may by agreement carry out the warranty services at the client’s premises. In this case the client shall bear the full travel expenses and reimburse us for travelling time in accordance with our internal tariff.
6. Our warranty obligations are fully and finally covered by the regulations of this Section; any further claims are ruled out.

IV. Warranty for software

1. The warranty period is 24 months.
2. We warrant that upon delivery no data medium has a defect of material or fabrication.
3. We warrant that the software corresponds to the software specification applicable at the time of delivery.
4. Section III nos. 3., 4. and 6. of these General Terms and Conditions apply correspondingly to the warranty for software.

V. Liability

1. Our liability whatever the legal basis is restricted in amount to the individual order value of the delivery in question. We are in particular not liable for lost profit, lost savings, damages arising from claims of third parties against the client, indirect damages and consequential damages or damage to recorded data.
2. To the extent that statutory provisions permit, we are not liable for minor or gross negligence whatever the legal basis. Our liability for material gross negligence is limited to foreseeable damage.
3. In the case of software based on material supplied by third parties mentioned in the software description as authors or owners of the copyright our liability is restricted, regardless of the legal basis, to the assignment of our claims against the respective programmers upon a justified request by the client.
4. We are not liable for any warranty and/or liability claim if software and/or hardware does not meet the customer’s requirements and/or if software and/or hardware is not compatible with other software and/or hardware not developed by us.
5. Claims of any sort must be immediately notified to us by the client and are not otherwise valid. Notification does not affect the period of limitation.
6. With regard to both cause and extent we cannot accept product liability unless it is provided for by binding statutory provisions. In particular, product liability for damage to property suffered by an entrepreneur is excluded.
7. The client shall pursue compensation and indemnification claims arising from product liability in the first instance against our suppliers. The client shall pursue product liability claims against us only after unsuccessful legal enforcement against our suppliers and only in the event that we are statutorily bound to accept joint liability.
8. In the event that such claims are met by SCHUHFRIED GmbH, the client shall assign these claims to SCHUHFRIED GmbH or to a third party named by SCHUHFRIED GmbH.
9. The client shall extend these contractual obligations to persons with whom he has contact in the course of using our products (e.g. contractors for tests and test subjects). The client shall transfer in full to all users all the liability restrictions and restrictions on use contained in these contractual conditions and shall require such users to transfer these obligations to any further users.

VI. Restrictions on use

1. The client undertakes not to not use the supplied hardware or software in a way that contravenes our applicable instructions for use or the ethical directives of the test board (or of a similar institution). The copying of software is permitted only for the purpose of backing up data.

VII. Payment

1. The agreed price is payable together with all applicable taxes and any additional charges within 10 days of invoice date with 2% discount or within 30 days of invoice date net.
2. We retain the title to the goods supplied until the purchase price has been paid in full. In the case of software the client does not upon payment acquire the ownership title but only the non-exclusive right to use the software.
3. In the event of default we may without withdrawing from the contract require the client to hand over to us all goods supplied by us that have not yet been paid for in full. In the event of default all our claims against the client become due for payment and we have the right to withdraw from the contract and to claim damages.
4. An interest rate on arrears of one percent per month is agreed. We may additionally claim reimbursement of the extrajudicial costs of a collection agency. Our right to make further additional claims remains unaffected.

VIII. Place of jurisdiction

1. Sales are governed by Austrian law excluding the UN Convention on Contracts for the International Sales of Goods. The German version of these General Terms and Conditions has precedence over the English version.
2. If the client has his seat within the European Economic Area or Switzerland, the appropriate court within the inner city of Vienna is agreed to be the place of jurisdiction for all disputes. If the client’s seat is not within the European Economic Area or Switzerland, all disputes shall be finally settled under the Rules of Arbitration and Conciliation of the International Arbitration Court of the Austrian Federal Economic Chamber in Vienna (Vienna Rules) by an arbitrator appointed in accordance with those Rules. The language to be used in the arbitration proceedings shall be English.